0001144204-13-031260.txt : 20130523 0001144204-13-031260.hdr.sgml : 20130523 20130523122603 ACCESSION NUMBER: 0001144204-13-031260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20130501 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130523 DATE AS OF CHANGE: 20130523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sequoia Mortgage Trust 2013-7 CENTRAL INDEX KEY: 0001576709 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-185882-03 FILM NUMBER: 13867342 BUSINESS ADDRESS: STREET 1: ONE BELVEDERE PLACE, STREET 2: SUITE 300 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 415-389-7373 MAIL ADDRESS: STREET 1: ONE BELVEDERE PLACE, STREET 2: SUITE 300 CITY: MILL VALLEY STATE: CA ZIP: 94941 8-K 1 v345546_8k.htm 8-K

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 1, 2013

 

Commission File Number of issuing entity:

333-185882-03

 

SEQUOIA MORTGAGE TRUST 2013-7

 

 

(Exact name of issuing entity)

 

Commission File Number of depositor:

333-185882-01

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

 

(Exact name of depositor as specified in its charter)

 

RWT HOLDINGS, INC. (Sponsor)

 

 

(Exact name of sponsor/seller as specified in its charter)

 

DELAWARE   None
(State or other jurisdiction
of incorporation)
  (I.R.S. employer
identification no.)
     
One Belvedere Place, Suite 330, Mill Valley, CA   94941
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code (415) 389-7373

 

N/A

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 8.01          Other Events.

 

On May 23, 2013, Sequoia Residential Funding, Inc. (the “Depositor”) will cause the issuance and sale of the Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates, Series 2013-7, Class A-1, Class A-2, Class A-IO1 Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates (the “Certificates”), in the approximate aggregate principal amount of $446,331,000, pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013, by and among the Depositor, Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”). The Certificates were sold by the Depositor to RBS Securities Inc., as underwriter, pursuant to the Underwriting Agreement dated May 16, 2013. The mortgage loans were sold to Redwood Residential Acquisition Corporation (the “Seller”) and/or are being serviced pursuant to

 

(i) a Flow Mortgage Loan Servicing Agreement (the “Cenlar Servicing Agreement”), dated as of November 3, 2011, between the Seller and Cenlar FSB,

 

(ii) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between the Seller and George Mason Mortgage, LLC,

 

(iii) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between the Seller and PrimeLending, a PlainsCapital Company,

 

(iv) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between the Seller and Cole Taylor Bank,

 

(v) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between the Seller and WJ Bradley Mortgage Capital LLC, and

 

(vi) various other Flow Mortgage Loan Purchase and Sale Agreements with various originators (collectively, with the agreements specified in clauses (ii) through (v), the “Purchase Agreements”).

 

2
 

 

In connection with the offering of the Certificates, the Seller and the Depositor will enter into a Mortgage Loan Purchase and Sale Agreement, pursuant to which the Seller will convey to the Depositor all of its interest in the mortgage loans. The Seller will assign its rights under each Purchase Agreement and the Cenlar Servicing Agreement with respect to the related mortgage loans to the Depositor, and the Depositor will assign such rights to the Trustee for the benefit of the holders of the Certificates, in each case pursuant to an Assignment, Assumption and Recognition Agreement or an Assignment of Representations and Warranties, as applicable, to be dated as of May 23, 2013, among the Seller, the Depositor, the Trustee and the respective servicer or originator. Wells Fargo Bank, N.A. will maintain custody of the mortgage files relating to the mortgage loans on behalf of Sequoia Mortgage Trust 2013-7, pursuant to a Custodial Agreement, dated as of May 1, 2013, among Wells Fargo Bank, N.A., as custodian, the Depositor, the Master Servicer, the Seller and the Trustee.

 

Item 9.01Financial Statements and Exhibits.

 

(a)Not applicable

 

(b)Not applicable

 

(c)Not applicable.

 

(d)          Exhibits:  The following final versions or final executed version of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed:

 

Exhibit  
Number  

 

1.1          Final executed Underwriting Agreement, dated May 21, 2013, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and RBS Securities Inc.

 

1.2          Final executed Engagement Agreement, dated May 6, 2013, among Redwood Trust, Inc., RWT Holdings, Inc. and RBS Securities Inc.

 

4.1          Pooling and Servicing Agreement, dated as of May 1, 2013, by and among Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee and Wells Fargo Bank, N.A., as master servicer and securities administrator.

 

4.2          Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2013, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.

 

10.1        Assignment, Assumption and Recognition Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and Cenlar FSB, as servicer.

 

10.2        Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and George Mason Mortgage, LLC, as seller.

 

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10.3        Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and PrimeLending, a PlainsCapital Company, as seller.

 

10.4        Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and Cole Taylor Bank, as seller.

 

10.5        Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and WJ Bradley Mortgage Capital LLC, as seller.

 

10.6        Custodial Agreement, dated as of May 1, 2013, among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, as trustee.

 

10.7        Final executed Flow Mortgage Loan Servicing Agreement, dated as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial purchaser, and Cenlar FSB, as servicer.

 

10.8        Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between Redwood Residential Acquisition Corporation, as purchaser and George Mason Mortgage, LLC, as seller.

 

10.9        Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser and PrimeLending, a PlainsCapital Company, as seller.

 

10.10      Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Cole Taylor Bank, as seller.

 

10.11      Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between Redwood Residential Acquisition Corporation, as purchaser and WJ Bradley Mortgage Capital LLC, as seller.

 

4
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SEQUOIA RESIDENTIAL FUNDING, INC.
     
  By: /s/ William J. Moliski
    Name: William J. Moliski
    Title: Authorized Officer

 

Dated: May 23, 2013

 

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Exhibit 1.1

 

Final executed Underwriting Agreement, dated May 21, 2013, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and RBS Securities Inc.

 

Exhibit 1.2

 

Final executed Engagement Agreement, dated May 6, 2013, among Redwood Trust, Inc., RWT Holdings, Inc. and RBS Securities Inc.

 

Exhibit 4.1

 

Pooling and Servicing Agreement, dated as of May 1, 2013, by and among Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee and Wells Fargo Bank, N.A., as master servicer and securities administrator.

 

Exhibit 4.2

 

Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2013, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.

 

Exhibit 10.1

 

Assignment, Assumption and Recognition Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and Cenlar FSB, as servicer.

 

Exhibit 10.2

 

Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and George Mason Mortgage, LLC, as seller.

 

Exhibit 10.3

 

Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and PrimeLending, a PlainsCapital Company, as seller.

 

 
 

 

Exhibit 10.4

 

Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and Cole Taylor Bank, as seller.

 

Exhibit 10.5

 

Assignment of Representations and Warranties Agreement, dated as of May 23, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, and WJ Bradley Mortgage Capital LLC, as seller.

 

Exhibit 10.6

 

Custodial Agreement, dated as of May 1, 2013, among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, as trustee.

 

Exhibit 10.7

 

Final executed Flow Mortgage Loan Servicing Agreement, dated as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial purchaser, and Cenlar FSB, as servicer.

 

Exhibit 10.8

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between Redwood Residential Acquisition Corporation, as purchaser, and George Mason Mortgage, LLC, as seller.

 

Exhibit 10.9

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and PrimeLending, a PlainsCapital Company, as seller.

 

Exhibit 10.10

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and Cole Taylor Bank, as seller.

 

 
 

 

Exhibit 10.11

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between Redwood Residential Acquisition Corporation, as purchaser, and WJ Bradley Mortgage Capital LLC, as seller.

 

 

 

EX-1.1 2 v345546_ex1-1.htm UNDERWRITING AGREEMENT

 

EXHIBIT 1.1

 

EXECUTION VERSION

 

SEQUOIA MORTGAGE TRUST 2013-7
Mortgage Pass-Through Certificates, Series 2013-7

 

UNDERWRITING AGREEMENT

 

May 21, 2013

The Firm or Firms

of Underwriters named

on the signature page hereof

 

Ladies and Gentlemen:

 

Sequoia Residential Funding, Inc., a Delaware corporation (the “Depositor”) and an indirect wholly-owned limited purpose subsidiary of Redwood Trust, Inc., a Maryland corporation (“Redwood Trust”), proposes to sell to you (the “Underwriter”) the Underwritten Certificates (as defined below), and to cause Sequoia Mortgage Trust 2013-7 (the “Issuing Entity”), a common law trust governed by New York law, to issue its Mortgage Pass-Through Certificates, Class A-1, Class A-2 and Class A-IO1 (in the principal or notional amounts specified in the last column of Schedule 1 hereto, the “Underwritten Certificates”) having the characteristics set forth in the Final Prospectus, evidencing beneficial ownership interests in the Issuing Entity, the assets of which will consist primarily of a pool of mortgage loans secured by first liens on one- to four-family residential properties, including condominiums, planned unit developments and cooperatives (collectively, the “Mortgage Loans”). Simultaneously with the issuance and sale of the Underwritten Certificates, the Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates (together with the Underwritten Certificates, the “Certificates”) are being issued. The Mortgage Loans will have the characteristics described in the Final Prospectus, subject to the variances, ranges, minimums and maximums set forth in the Final Prospectus.

 

 
 

 

The Issuing Entity will be formed, and the Certificates will be issued, pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”) dated as of May 1, 2013, between the Depositor, Wells Fargo Bank, N.A., in the capacities of master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), and acknowledged as to specified sections by Redwood Residential Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Redwood Trust, as seller (the “Seller”). On or about May 23, 2013 (the “Closing Date”), the Seller will assign all of its right, title and interest in the Mortgage Loans to the Depositor pursuant to a mortgage loan purchase and sale agreement, dated as of May 23, 2013 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser. Pursuant to the Pooling and Servicing Agreement, the Mortgage Loans will, in turn, be assigned by the Depositor to the Trustee for the benefit of the Certificateholders, together with all principal and interest collections received with respect to the Mortgage Loans after May 1, 2013 (the “Cut-off Date”). The Trustee will concurrently with such assignment, authenticate and deliver the Certificates to the Depositor, and the Depositor will sell the Underwritten Certificates, in the respective initial Class Principal Amounts or Notional Amounts, as applicable, as set forth on Schedule 1 annexed hereto, to the Underwriter. In addition, pursuant to various assignment, assumption and recognition agreements and assignment of representations and warranties agreements (the “Assignment Agreements”), (i) the Seller will assign its rights under various underlying mortgage loan purchase and servicing agreements relating to the Mortgage Loans, entered into by the Seller (collectively, the “Underlying Purchase and Servicing Agreements”), to the Depositor and (ii) the Depositor will, in turn, assign its rights under the Underlying Purchase and Servicing Agreements to the Trustee for the benefit of the Certificateholders. The Master Servicer will monitor the servicing of the Mortgage Loans by the servicers pursuant to the provisions of the Pooling and Servicing Agreement.

 

2
 

 

The Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Assignment Agreements, the Underlying Purchase and Servicing Agreements and this Agreement are sometimes referred to herein collectively as the “Transaction Documents.” Capitalized terms shall have the respective meanings set forth in this Agreement (or by reference to Section 10 hereof) or, if not defined therein, as set forth in the Pooling and Servicing Agreement.

 

1.          Representations and Warranties. The Seller, the Depositor and Redwood Trust jointly and severally represent and warrant to, and agree with, the Underwriter that:

 

3
 

 

(i)          A registration statement on Form S-3 (File Nos. 333-185882 and 333-185882-01) relating to mortgage pass-through certificates has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement as of its effective date, and each amendment thereto and any document incorporated by reference therein and any prospectus included or deemed or retroactively deemed to be a part thereof pursuant to Rule 430A or Rule 430B, as of the date of this Agreement, is hereinafter referred to as the “Registration Statement.” The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. As of the Closing Date, no stop order suspending the effectiveness of such Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the knowledge of the Seller, the Depositor or Redwood Trust, threatened by the Commission. The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated April 24, 2013 (the “Base Prospectus”) to be supplemented by a prospectus supplement to be dated on or about May 22, 2013 relating to the Underwritten Certificates in the form filed after the date of this Agreement pursuant to Section 424(b) that discloses the purchase price to be paid by the Underwriter and other final terms of the Underwritten Certificates (together with any revision, amendment or supplement, the “Prospectus Supplement”). The Prospectus Supplement, together with the Base Prospectus, including the documents incorporated therein as of the time of such filing is hereinafter referred to as the “Final Prospectus.” In connection with the offering of the Underwritten Certificates, the Depositor has also prepared a preliminary prospectus supplement dated May 15, 2013, which constitutes a statutory prospectus to be retroactively included in the Registration Statement and has been or will be filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Preliminary Prospectus Supplement” and together with the Base Prospectus, the “Preliminary Prospectus”). The Preliminary Prospectus and the Final Prospectus separately, are referred to herein as a “Prospectus.” Any reference herein to the Registration Statement or a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date on which the Registration Statement, as amended, became effective, or the issue date of the Preliminary Prospectus, or the date on which the Final Prospectus is filed pursuant to Rule 424(b) under the Securities Act, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement and each Prospectus shall be deemed to refer to and include any document incorporated by reference therein which is filed under the Exchange Act after the date on which the Registration Statement became effective, the issue date of the Preliminary Prospectus or the date on which a Final Prospectus is filed pursuant to Rule 424(b) under the Securities Act, as the case may be.

 

4
 

 

(ii)         Each of (A) the Registration Statement, as of its effective date, (B) the Preliminary Prospectus and (C) the Final Prospectus, as of its issue date, as revised, amended or supplemented and filed with the Commission prior to the termination of the offering of the Underwritten Certificates, will conform in all material respects to the requirements of the Securities Act and the rules and regulations (the “Regulations”) of the Commission thereunder applicable to such documents as of their respective dates, and the Registration Statement and the Final Prospectus as revised, amended or supplemented and filed with the Commission as of the Closing Date will conform in all material respects to the requirements of the Securities Act and the Regulations of the Commission applicable to such documents as of the Closing Date. None of (A) the Registration Statement, at the time it became effective and as of the Closing Date, (B) the Preliminary Prospectus, as of its issue date and as of May 16, 2013, which the Underwriter has advised the Depositor is the first date on which a Contract of Sale has been entered into, or (C) the Final Prospectus, as of its issue date, as of the date of any Contract of Sale that occurs after the date of the Final Prospectus and prior to the Closing Date, and as of the Closing Date, contained or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Seller, the Depositor and Redwood Trust make no representations, warranties or agreements as to the information contained in a Prospectus or any revision or amendment thereof or supplement thereto (in the case of the Final Prospectus) in reliance upon and in conformity with information furnished in writing to the Depositor by or on behalf of the Underwriter specifically for use in connection with the preparation of a Prospectus or any revision or amendment thereof or supplement thereto (in the case of the Final Prospectus), such information being defined as the “Underwriter Information” in Section 10 hereof.

 

5
 

 

If, subsequent to the date of this Agreement, the Depositor and the Underwriter determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and terminate their old Contracts of Sale and enter into new Contracts of Sale with investors in the Underwritten Certificates, then the Preliminary Prospectus will refer to the information agreed upon in writing by the Depositor and the Underwriter and conveyed to purchasers at the time of entry into the first such new Contract of Sale, including any information that corrects such material misstatements or omissions (“Corrective Information”) and the date of each affected Contract of Sale will refer to the time and date agreed upon by the Depositor and the Underwriter.

 

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(iii)        The conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement. There are no contracts or documents of the Depositor which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Regulations of the Commission thereunder which have not been so filed.

 

(iv)         (A) At the time of the filing of the Registration Statement and (B) at the date of this Agreement, the Depositor was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

 

(v)          As of the date hereof, as of the date of any Contract of Sale and at all subsequent times through the completion of the public offer and sale of the Underwritten Certificates, the Preliminary Prospectus issued at or prior to the date hereof, any Issuer Information or the Seller Mortgage Loan Information (each as defined below) contained in a Free Writing Prospectus other than an Underwriter Free Writing Prospectus did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to any Underwriter Information.

 

(vi)         The Underwritten Certificates conform in all material respects to the description thereof contained in the Final Prospectus. The issuance of the Underwritten Certificates has been authorized, and on the Closing Date the Underwritten Certificates will have been duly and validly executed, authenticated and delivered in accordance with the Pooling and Servicing Agreement and delivered to the Underwriter for the account of the Underwriter against payment therefor as provided herein, and such Certificates will be duly and validly issued and outstanding and entitled to the benefits afforded by the Pooling and Servicing Agreement. Each Underwritten Certificate of the Class (or if applicable, Classes) or type indicated to be “mortgage related securities” under the heading “Summary of Terms — Legal Investment” in the Prospectus Supplement will, when issued, be a “mortgage related security” as such term is defined in Section 3(a)(41) of the Exchange Act.

 

7
 

 

(vii)        This Agreement has been duly authorized, executed and delivered by each of the Seller, the Depositor and Redwood Trust, and as of the Closing Date, each of the other Transaction Documents to which the Seller, the Depositor or Redwood Trust is a party will have been, duly authorized, executed and delivered by the Seller, the Depositor or Redwood Trust, as applicable, and will conform in all material respects to the descriptions thereof contained in the Final Prospectus and, assuming the valid execution and delivery thereof by the other parties thereto, each Transaction Document to which Redwood Trust, the Seller or the Depositor is a party will constitute a legal, valid and binding agreement of the Seller, the Depositor or Redwood Trust, as applicable, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

 

8
 

 

(viii)      Each of the Seller, the Depositor and Redwood Trust has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective state of incorporation, and each of the Seller, the Depositor and Redwood Trust is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its respective properties or the nature of its respective activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on the condition (financial or otherwise), earnings, regulatory affairs, business affairs, business prospects or properties of Redwood Trust, the Seller or the Depositor; each of Redwood Trust, the Seller and the Depositor holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its respective business as described in the Final Prospectus; and each of the Seller, the Depositor and Redwood Trust has the corporate power and authority to own its respective properties and conduct its respective business as described in the Final Prospectus and to enter into and perform its respective obligations under each Transaction Document to which it is a party.

 

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(ix)         Neither the issuance, delivery or sale of the Underwritten Certificates, nor the consummation of any other of the transactions contemplated herein, nor the execution and delivery of the Transaction Documents by the Seller, the Depositor or Redwood Trust, as applicable, and compliance with the provisions of the Transaction Documents, does or will conflict with or result in the breach of any material term or provision of the certificate of incorporation or by-laws of the Seller, the Depositor, or Redwood Trust, and none of the Seller, the Depositor or Redwood Trust is in breach or violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (i) any indenture, contract, lease, mortgage, deed of trust, note, agreement or other evidence of indebtedness or other agreement, obligation or instrument to which the Seller, the Depositor or Redwood Trust is a party or by which it or its respective properties are bound, or (ii) any law, decree, order, rule or regulation applicable to the Seller, the Depositor or Redwood Trust of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over the Seller, the Depositor or Redwood Trust, or its respective properties, in each case the default, breach or violation of which would have a material adverse effect on the Depositor, Redwood Trust, the Issuing Entity or the Certificates or on the ability of the Seller, the Depositor or Redwood Trust to perform its respective obligations under the Transaction Documents to which it is a party; and none of the delivery of the Certificates, the consummation of any other of the transactions contemplated herein, or the compliance with the provisions of the Transaction Documents will result in such a default, breach or violation or which would have such a material adverse effect. Each of the Seller, the Depositor and Redwood Trust is in compliance with all applicable provisions of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, any applicable anti-money laundering statutes, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

 

(x)          No filing or registration with, notice to, or consent, approval, authorization or order or other action of any court or governmental authority or agency is required for the consummation by the Seller, the Depositor or Redwood Trust of the transactions contemplated by the Transaction Documents to which it is a party (other than as required under “blue sky” or state securities laws, as to which no representations and warranties are made by the Seller, the Depositor or Redwood Trust), except such as have been, or will have been prior to the Closing Date, obtained under the Securities Act, and such recordations of the assignment of the Mortgage Loans to the Trustee (to the extent such recordations are required pursuant to the Pooling and Servicing Agreement and/or Underlying Purchase and Servicing Agreements) or filings under the Uniform Commercial Code that have not yet been completed.

 

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(xi)         Except as described in the Final Prospectus, there is no action, order, suit or proceeding before or by any court, administrative or governmental agency now pending to which the Seller, the Depositor or Redwood Trust is a party, or to the best knowledge of each of the Seller, the Depositor or Redwood Trust, threatened against the Seller, the Depositor or Redwood Trust, which could reasonably result individually or in the aggregate in any material adverse change in the condition (financial or otherwise), earnings, regulatory affairs, business affairs, business prospects or properties of the Seller, the Depositor or Redwood Trust or could reasonably interfere with or materially and adversely affect the consummation of the transactions contemplated by the Transaction Documents.

 

(xii)        At the time of execution and delivery of the Mortgage Loan Purchase Agreement between the Seller and the Depositor, the Seller (A) will have good title to and be the sole owner of the Mortgage Loans being sold to the Depositor pursuant thereto, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively “Liens”), and (B) will not have assigned to any Person other than the Depositor any of its right, title or interest in and to the Mortgage Loans.

 

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(xiii)      Immediately prior to the assignment of the Mortgage Loans by the Depositor to the Trustee as contemplated by the Pooling and Servicing Agreement, the Depositor (A) will have good title to and be the sole owner of each such Mortgage Loan free and clear of any Lien, (B) will not have assigned to any Person other than the Trustee any of its rights, title or interest in and to such Mortgage Loans or in the Underlying Purchase and Servicing Agreements to the extent relating to the Mortgage Loans and (C) will have the power and authority to sell such Mortgage Loans to the Trustee, and upon execution and delivery of the Pooling and Servicing Agreement by the Trustee and delivery of the Certificates to the Depositor, the Trustee will have acquired all of the Depositor’s right, title and interest in and to such Mortgage Loans.

 

(xiv)        Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Transaction Documents and the Certificates have been or will be paid by the Seller, the Depositor or Redwood Trust at or prior to the Closing Date, except (if applicable) for fees for recording assignments of the Mortgage Loans to the Trustee pursuant to the Pooling and Servicing Agreement and/or Underlying Purchase and Servicing Agreements and Uniform Commercial Code filing fees that have not yet been completed, which fees will be paid by or on behalf of the Depositor.

 

(xv)         The Mortgage Loans conform in all material respects to the description thereof contained in the Final Prospectus.

 

(xvi)        Neither the Depositor nor the Issuing Entity is, and neither the issuance and sale of the Certificates nor the activities of the Issuing Entity pursuant to the Pooling and Servicing Agreement will cause the Depositor or the Issuing Entity to be, an “investment company” or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

 

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(xvii)      None of the Seller, the Depositor or Redwood Trust is doing business with Cuba.

 

(xviii)     As of the date of delivery, any Seller Mortgage Loan Information provided to the Underwriter is true and correct in all material respects, or if there is any material error in any Seller Mortgage Loan Information, the Depositor or the Seller has promptly provided corrected information to the Underwriter.

 

(xix)        Each of the Seller and the Depositor has complied with Rule 193 of the Securities Act in all material respects in connection with the offering of the Underwritten Certificates.

 

2.          Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Depositor, each Class of Underwritten Certificates to be purchased by the Underwriter, in the initial Class Principal Amounts and Notional Amounts, and at the purchase price set forth on Schedule 1 annexed hereto (including accrued interest from and including the Cut-off Date to, but not including, the Closing Date).

 

3.          Delivery and Payment. The Underwritten Certificates shall be delivered at the office, on the date and at the time specified in the Final Prospectus, which place, date and time may be changed by agreement between the Underwriter and the Depositor. Delivery of the Underwritten Certificates shall be made to the Underwriter as against its payment of the purchase price therefor to or upon the order of the Depositor in immediately available federal funds. The Underwritten Certificates shall be registered in such names and in such denominations as required by book-entry registration not less than two full business days prior to the Closing Date. The Depositor agrees to cause the Underwritten Certificates to be made available for inspection, checking and packaging in New York, New York on the business day prior to the Closing Date.

 

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4.          Offering Procedures. It is understood that the Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or similar securities laws).

 

Neither the Depositor nor the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the Underwriter, Derived Information or Custom Loan Information, unless (i) if the Underwriter seeks to disseminate such information, the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriter.

 

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The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to May 15, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor.

 

The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping.

 

Neither the Depositor nor the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act.

 

Prior to entering into a Contract of Sale, the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

 

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Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at www.sec.gov, or by calling [Insert underwriter telephone number].

 

The Underwriter will also comply with NASD Rules IM-2440-1 and IM-2440-2 in connection with the offer and sale of the Underwritten Certificates.

 

5.            Agreements. The Depositor agrees with the Underwriter that:

 

(i)          The Depositor will cause the Preliminary Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act not later than 9:00 a.m. (New York time) on the Closing Date, will promptly advise the Underwriter when such Prospectus has been so filed, and, prior to the termination of the offering of the Underwritten Certificates, will also promptly advise the Underwriter (i) when any amendment to the Registration Statement has become effective or any revision of or supplement to the Final Prospectus has been so filed (unless such amendment, revision or supplement does not relate to the Underwritten Certificates or the Issuing Entity), (ii) of any request by the Commission for any amendment of the Registration Statement or any Final Prospectus or for any additional information (unless such amendment or request for additional information does not relate to the Underwritten Certificates or the Issuing Entity), (iii) of any written notification received by the Depositor of the suspension of qualification of the Underwritten Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or, to the knowledge of the Depositor, the threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Depositor will not file prior to the termination of such offering any amendment to the Registration Statement or any revision of or supplement to the Final Prospectus (other than any such amendment, revision or supplement which does not relate to Underwritten Certificates or the Issuing Entity) which shall be disapproved by the Underwriter after reasonable notice and review of such filing.

 

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(ii)         If, at any time when a prospectus relating to the Underwritten Certificates is required to be delivered under the Securities Act, (i) any event occurs as a result of which the Final Prospectus, the Ratings Free Writing Prospectus or the Preliminary Prospectus (if used by the Underwriter to enter into a Contract of Sale) as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (ii) it shall be necessary to revise, amend or supplement the Final Prospectus to comply with the Securities Act or the Regulations of the Commission thereunder, the Depositor promptly will notify the Underwriter and will, upon the request of the Underwriter, or may, after consultation with the Underwriter, prepare and file with the Commission a revision, amendment or supplement which will correct such statement or omission or effect such compliance, and furnish without charge to the Underwriter as many copies as the Underwriter may from time to time reasonably request of an amended Final Prospectus, Ratings Free Writing Prospectus or the Preliminary Prospectus (if used by the Underwriter to enter into a Contract of Sale) or a supplement to the Final Prospectus, the Ratings Free Writing Prospectus or the Preliminary Prospectus (if used by the Underwriter to enter into a Contract of Sale) which will correct such statement or omission or effect such compliance.

 

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If any Contract of Sale entered into by the Underwriter is terminated or reformed (within the meaning of Rule 159 of the Securities Act) as a result of any such revision, amendment or supplement, the Depositor shall reimburse the Underwriter for any reasonable cost incurred by an investor and reimbursed by the Underwriter resulting from such termination or reformation.         

 

(iii)        The Depositor will furnish to the Underwriter and counsel to the Underwriter, without charge, conformed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus relating to the Underwritten Certificates is required under the Securities Act, as many copies of the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any revisions or amendments thereof or supplements thereto as may be reasonably requested.

 

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(iv)         The Depositor will, as between itself and the Underwriter, pay all expenses incidental to the performance of the obligations of the Depositor, the Seller or Redwood Trust under this Agreement, including without limitation (i) expenses of preparing, printing, filing and reproducing the Registration Statement, the Preliminary Prospectus, the Final Prospectus, any Free Writing Prospectus other than an Underwriter Free Writing Prospectus, the Transaction Documents and the Certificates, (ii) the cost of delivering the Underwritten Certificates to the Underwriter, (iii) the fees charged by the securities rating agencies for rating the Underwritten Certificates, (iv) all transfer taxes, if any, with respect to the sale and delivery of the Underwritten Certificates to the Underwriter, (v) any expenses for the qualification of the Underwritten Certificates under “blue sky” or state securities laws, including filing fees and the fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of any Blue Sky Survey, (vi) all other costs and expenses incidental to the performance by the Depositor, the Seller or Redwood Trust of their respective obligations hereunder which are not otherwise specifically provided for in this subsection and (vii) the fees of any accountants in connection with preparation of any comfort letters in connection with the Preliminary Term Sheet or a Prospectus. In addition, it is understood that, except as provided in this paragraph (iv) and in Section 9 hereof, the Underwriter will pay all the following additional expenses: (i) any transfer taxes on resale of any of the Underwritten Certificates by them, (ii) any advertising expenses connected with any offers that the Underwriter may make, (iii) the fees of any counsel to the Underwriter, including the fees incurred in connection with the review of the Transaction Documents and the preparation of the Underwriting Agreement and the legal opinions and (iv) the expenses of any due diligence conducted by the Underwriter with respect to the Mortgage Loans.

 

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(v)          So long as any Underwritten Certificates are outstanding, upon request of the Underwriter, the Depositor will furnish, or will cause to be furnished, to the Underwriter, as soon as available, a copy of (i) the annual statement of compliance prepared by the Master Servicer, the servicing administrator, the servicers and any subservicers pursuant to the Pooling and Servicing Agreement or the Underlying Purchase and Servicing Agreements, as applicable, (ii) each report regarding the Underwritten Certificates filed with the Commission under the Exchange Act or mailed to the holders of the Underwritten Certificates and (iii) from time to time, such other information concerning the Underwritten Certificates which may be furnished by the Depositor or the Trustee without undue expense and without violation of applicable law.

 

(vi)         On or prior to the filing of the Final Prospectus pursuant to Rule 424(b), the Company will file with the Commission a current report on Form 8-K attaching the Transaction Documents and certain other material agreements and opinions of counsel that are required to be filed, provided that such Transaction Documents need not be executed and may be subject to nonmaterial changes.

 

(vii)        For a period ending on the Closing Date, the Depositor shall not offer or sell, or announce the offering of, or cause any trust created by the Depositor to offer or sell, or announce the offering of, any mortgage pass-through certificates or other similar mortgage-related securities, without the prior written consent of the Underwriter.

 

(viii)      The Depositor has prepared the Preliminary Prospectus described in Section 1(i) relating to the Underwritten Certificates, in a form consented to by the Underwriter, and has filed or will file the Preliminary Prospectus within the period required by Rule 424(b).

 

(ix)         All written and graphic communications relating to the Underwritten Certificates used prior to the availability of a Prospectus will comply with the requirements of Rule 433, including the inclusion of the legend required by Rule 433(c)(2).

 

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(x)          Neither the Preliminary Prospectus nor the Final Prospectus shall identify any nationally recognized statistical rating organization by name or indicate any rating issued or expected to be issued by any nationally recognized statistical rating organization with respect to the Certificates.

 

Redwood Trust covenants with the Underwriter and with the Depositor that it shall notify you and the Depositor of the occurrence of any material events respecting the activities, affairs or condition, financial or otherwise, of Redwood Trust and its subsidiaries and, if as a result of any such event it is necessary to amend or supplement any Prospectus in order to make such Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, Redwood Trust will forthwith supply such information to the Depositor as shall be necessary for the Depositor to prepare an amendment or supplement to such Prospectus so that, as so amended or supplemented, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading.

 

6.          Conditions to the Obligations of Underwriter. The obligation of the Underwriter to purchase the Underwritten Certificates to be purchased by it as set forth on Schedule 1 annexed hereto shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Seller, the Depositor and Redwood Trust contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the Seller, the Depositor and Redwood Trust made in any officer’s certificate pursuant to the provisions hereof, to the performance in all material respects by the Seller, the Depositor and Redwood Trust of its obligations hereunder and to the following additional conditions:

 

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(a)          No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or shall have been threatened, any requests for additional information on the part of the Commission (to be included in the Registration Statement or in a Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriter, and the Preliminary Prospectus and the Final Prospectus shall have been filed or transmitted for filing with the Commission not later than the time the same is required to be filed or transmitted for filing pursuant to the Regulations of the Commission.

 

(b)          Each of the Depositor and the Seller shall have furnished to the Underwriter a certificate, dated the Closing Date, signed by the Chairman of the Board or the President and the principal financial or accounting officer of such entity, to the effect that each signer of such certificate has carefully examined the Registration Statement, the Final Prospectus, the Preliminary Prospectus and this Agreement and that:

 

(i)          The representations and warranties made by such entity herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and such entity has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

 

(ii)         No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted and are pending or, to the knowledge of such officer, have been threatened as of the Closing Date;

 

(iii)        Nothing has come to the attention of such officer that would lead such officer to believe that the Preliminary Prospectus or the Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

  

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(iv)         Nothing has come to the attention of such officer that would lead such officer to believe that any Seller Mortgage Loan Information contains any untrue statement of a material fact or, in conjunction with the Preliminary Prospectus or the Final Prospectus, omits any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

(c)          Redwood Trust shall have furnished to the Underwriter a certificate, dated the Closing Date, of Redwood Trust, signed by the Chairman of the Board or President and the principal financial or accounting officer of Redwood Trust, to the effect that each signer of such certificate has carefully examined the Registration Statement, the Preliminary Prospectus, the Final Prospectus and this Agreement and that:

 

(i)          The representations and warranties of Redwood Trust herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and Redwood Trust has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

 

(ii)         No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted and are pending or, to the knowledge of such officer, have been threatened as of the Closing Date; and

 

(iii)        Nothing has come to the attention of such officer that would lead such officer to believe that the Preliminary Prospectus or the Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

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(d)          Each of the Depositor and the Seller shall have furnished to you an opinion, dated the Closing Date, of Weintraub Tobin Chediak Coleman Grodin Law Corporation or Orrick, Herrington & Sutcliffe LLP, special counsel to the Depositor and the Seller, in form and substance satisfactory to the Underwriter and counsel to the Underwriter, to the effect that:

 

(i)          Such entity has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of its incorporation and is duly qualified to do business in, and is in good standing as a foreign corporation under the laws of, each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on the condition (financial or otherwise), earnings, regulatory affairs, business affairs, business prospects or properties of such entity; and such entity holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Final Prospectus;

 

(ii)         No filing or registration with, notice to, or consent, approval, authorization, order or other action of any governmental agency or body or any court is required for the consummation by such entity of the transactions contemplated by the terms of the Transaction Documents to which it is a party except such as may be required under the “blue sky” or state securities laws of any jurisdiction in connection with the offering, sale or acquisition of the Underwritten Certificates, any recordations of the Mortgage Loans to the Trustee (to the extent such recordations are required pursuant to the Pooling and Servicing Agreement and/or the Underlying Purchase and Servicing Agreements) and filings under the Uniform Commercial Code that have not yet been completed and such other approvals as have been obtained;

 

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(iii)        The issuance, delivery and sale of the Underwritten Certificates to be purchased by the Underwriter pursuant to this Agreement, the execution and delivery of the Transaction Documents by such entity and the consummation of any of the transactions contemplated by the terms of the Transaction Documents do not conflict with or result in a breach or violation of any material term or provision of, or constitute a default under, the certificate of incorporation or by-laws of such entity, or any indenture, contract, lease, mortgage, deed of trust, note, agreement or other evidence of indebtedness or other agreement, obligation or instrument to which such entity is a party or by which it or its property is bound, or any statute or any law, decree, order, rule or regulation applicable to such entity of any court, regulatory body, administrative agency or governmental body having jurisdiction over such entity or its properties;

 

(iv)         There are no legal or governmental actions, investigations or proceedings pending to which such entity is a party, or, to the best knowledge of such counsel, threatened against such entity, (A) asserting the invalidity of any Transaction Document or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by any Transaction Document, (C) which might materially and adversely affect the performance by such entity of its respective obligations under, or the validity or enforceability of, any Transaction Document or the Certificates, except as described in the Final Prospectus or (D) seeking to affect adversely the REMIC status (for Federal income tax purposes) of the Underwritten Certificates as described in the Final Prospectus under the heading “Material Federal Income Tax Consequences”;

 

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(v)          The Registration Statement and any amendments thereto have become effective under the Securities Act; to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, no proceedings for that purpose have been instituted or threatened and not terminated; and the Registration Statement and each Prospectus and each amendment or supplement thereto (in the case of the Registration Statement and the Final Prospectus), as of their respective effective or issue dates (other than the financial and statistical information contained therein as to which such counsel need express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Act and the respective rules and regulations thereunder;

 

(vi)         To the best knowledge of such counsel, there are no material contracts, indentures or other documents of a character required to be described or referred to in the Registration Statement or any Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto;

 

(vii)        Each Transaction Document to which such entity is a party has been duly authorized, executed and delivered by such entity and constitutes a valid, legal and binding agreement of such entity enforceable against such entity in accordance with its terms, subject, as to enforceability 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;

 

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(viii)      The direction by the Depositor to the Trustee to execute, authenticate and deliver the Underwritten Certificates has been duly authorized by the Depositor, and the Underwritten Certificates, when authenticated by the Trustee in the manner anticipated by the Pooling and Servicing Agreement and delivered and paid for by you as provided in this Agreement, will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement;

 

(ix)         The Underwritten Certificates and the Transaction Documents conform in all material respects to the descriptions thereof contained in the Final Prospectus;

 

(x)          The statements in the Final Prospectus under the headings “Certain Legal Aspects of the Loans” and “Legal Investment,” to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects;

 

(xi)         The Underwritten Certificates indicated under the heading “Summary of Terms — Legal Investment” in the Final Prospectus to be “mortgage related securities” will be mortgage related securities, as defined in Section 3(a)(41) of the Exchange Act, so long as such Underwritten Certificates are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization; and

 

(xii)        The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and neither the Depositor nor the Issuing Entity is required to be registered as an “investment company” under the 1940 Act.

 

Such opinion of counsel shall also include negative assurances satisfactory to the Underwriter with respect to the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus.

 

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Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Transaction Documents. Such opinion may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Seller, the Depositor and Redwood Trust. Such opinion may be qualified as an opinion only on the laws of the States of New York and Delaware and the federal law of the United States, and such opinion may be subject to such other qualifications as are acceptable to the Underwriter and counsel to the Underwriter. To the extent that such firm relies upon the opinion of other counsel in rendering any portion of its opinion, the opinion of such other counsel shall be attached to and delivered with the opinion of such firm that is delivered to you.

 

(e)          The Depositor shall have furnished to the Underwriter an opinion, dated the Closing Date, of Chapman and Cutler LLP, special tax counsel to the Depositor, in form and substance satisfactory to the Underwriter and counsel to the Underwriter, to the effect that:

 

(i)          The statements in the Final Prospectus under the heading “Material Federal Income Tax Consequences,” as supplemented or modified by the statements in the Prospectus Supplement under the heading “Material Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions with respect to Federal income tax matters, are correct in all material respects; and

 

(ii)         Each segregated asset pool for which the Pooling and Servicing Agreement directs the Trustee to make a REMIC election will qualify as a REMIC within the meaning of Section 860D of the Code.

 

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(f)          Redwood Trust shall have furnished to the Underwriter an opinion, dated the Closing Date, of Weintraub Tobin Chediak Coleman Grodin Law Corporation, special counsel to Redwood Trust, in form and substance satisfactory to the Underwriter and counsel to the Underwriter, to the effect that:

 

(i)          Redwood Trust has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and is duly qualified to do business in, and is in good standing as a foreign corporation under the laws of, each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on the condition (financial or otherwise), earnings, regulatory affairs, business affairs, business prospects or properties of Redwood Trust; and Redwood Trust holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Final Prospectus;

 

(ii)         Each Transaction Document to which Redwood Trust is a party has been duly authorized, executed and delivered by Redwood Trust and constitutes a valid, legal and binding agreement of Redwood Trust, enforceable against Redwood Trust in accordance with its terms, subject, as to enforceability 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;

 

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(iii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by Redwood Trust of the transactions contemplated by the terms of the Transaction Documents to which Redwood Trust is a party except such as may be required under the “blue sky” or state securities laws of any jurisdiction in connection with the offering, sale or acquisition of the Underwritten Certificates, any recordations of the assignment of the Mortgage Loans to the Trustee (to the extent such recordations are required pursuant to the Pooling and Servicing Agreement and/or the Underlying Purchase and Servicing Agreements) that have not yet been completed and such other approvals as have been obtained;

 

(iv)         The consummation of any of the transactions contemplated by the terms of the Transaction Documents to which Redwood Trust is a party do not conflict with or result in a breach or violation of any material term or provision of, or constitute a default under, the charter or by-laws of Redwood Trust, or, to the best knowledge of such counsel, any indenture or other agreement or instrument to which Redwood Trust is a party or by which it is bound, or any statute or regulation applicable to Redwood Trust or any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over Redwood Trust; and

 

(v)          There are no legal or governmental actions, investigations or proceedings pending to which Redwood Trust is a party, or, to the best knowledge of such counsel, threatened against Redwood Trust, (A) asserting the invalidity of any Transaction Document to which Redwood Trust is a party or (B) which might materially and adversely affect the performance by Redwood Trust of its obligations under, or the validity or enforceability of any Transaction Document to which Redwood Trust is a party.

 

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Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Transaction Documents. Such opinion may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than Redwood Trust, the Seller and the Depositor. Such opinion may be qualified as an opinion only on the laws of the States of Maryland, New York and California and the federal law of the United States. To the extent that such counsel relies upon the opinion of other counsel in rendering any portion of its opinion, the opinion of such other counsel shall be attached to and delivered with the opinion of such counsel that is delivered to the Underwriter.

 

(g)          The Trustee shall have furnished to the Underwriter an opinion, dated the Closing Date, of Richards, Layton & Finger, P.A., counsel to the Trustee, in form and substance satisfactory to the Underwriter and counsel to the Underwriter, to the effect that:

 

(i)          The Trustee is duly formed and is validly existing as a national banking association under the federal laws of the United States of America and has the corporate power and authority to execute, deliver and perform its obligations under the Pooling and Servicing Agreement.

 

(ii)         The Trustee has duly authorized, executed and delivered the Pooling and Servicing Agreement.

 

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(iii)        The Pooling and Servicing Agreement is a legal, valid and binding obligation of the Trustee, enforceable against the Trustee, in accordance with its terms subject to (A) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (B) principles of equity (regardless whether considered and applied in a proceeding in equity or at law), including (1) applicable law relating to fiduciary duties, (2) the possible unavailability of injunctive relief or any other equitable remedy and (3) concepts of materiality, reasonableness, good faith and fair dealing; (C) applicable public policy with respect to any rights of exculpation, indemnification or contribution; and (D) the preemption of Delaware law and New York law by applicable federal law.

 

(iv)         Neither the execution, delivery and performance by the Trustee of the Pooling and Servicing Agreement, nor the consummation of any of the transactions by the Trustee contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States of America governing the trust powers of the Trustee.

 

(v)          Neither the execution, delivery and performance by the Trustee of the Pooling and Servicing Agreement, nor the consummation of any of the transactions by the Trustee contemplated thereby, is in violation of the articles of association or bylaws of the Trustee or of the laws of the State of Delaware or of the federal laws of the United States of America governing the trust powers of the Trustee or, to our knowledge, without independent investigation, of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which it is a party or by which it is bound or, to our knowledge, without independent investigation, of any judgment or order applicable to the Trustee.

 

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Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Transaction Documents. Such opinion may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Trustee and take other customary assumptions and qualifications. Such opinion may be qualified as an opinion only on the laws of the States of New York and Delaware and the federal law of the United States governing the trust powers of the Trustee.

 

(h)          The Master Servicer and the Securities Administrator shall have furnished to the Underwriter an opinion, dated the Closing Date, of counsel to the Master Servicer or Alston & Bird LLP, counsel to such parties, in form and substance satisfactory to the Underwriter and counsel to the Underwriter, to the effect that:

 

(i)          Each of the Master Servicer and the Securities Administrator has been duly organized and is validly existing as a national banking association under the laws of the United States of America, and is duly qualified to do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on the condition (financial or otherwise), earnings, regulatory affairs, business affairs, business prospects or properties of the such party; and such party holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Final Prospectus;

 

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(ii)         The Pooling and Servicing Agreement has been duly authorized, executed and delivered by each of the Master Servicer and the Securities Administrator and constitutes a valid, legal and binding agreement of the such party, enforceable against such party in accordance with its terms, subject, as to enforceability 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;

 

(iii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the either the Master Servicer or the Securities Administrator of the transactions contemplated by the terms of the Pooling and Servicing Agreement;

 

(iv)         The consummation of any of the transactions contemplated by the terms of the Pooling and Servicing Agreement do not conflict with or result in a breach or violation of any material term or provision of, or constitute a default under, the charter or by-laws of either the Master Servicer or the Securities Administrator or, to the best knowledge of such counsel, any indenture or other agreement or instrument to which such party is a party or by which it is bound, or any statute or regulation applicable to such party or any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over such party; and

 

(v)          There are no legal or governmental actions, investigations or proceedings pending to which either the Master Servicer or the Securities Administrator is a party, or, to the best knowledge of such counsel, threatened against the such party, (A) asserting the invalidity of the Pooling and Servicing Agreement or (B) which might materially and adversely affect the performance by such party of its obligations under, or the validity or enforceability of, the Pooling and Servicing Agreement.

 

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Such opinion may express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to the Transaction Documents. Such opinion may assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Master Servicer or the Securities Administrator. Such opinion may be qualified as an opinion only on the laws of the States of New York and Delaware and the federal law of the United States. To the extent that such counsel relies upon the opinion of other counsel in rendering any portion of its opinion, the opinion of such other counsel shall be attached to and delivered with the opinion of such counsel that is delivered to the Underwriter.

 

(i)          The Underwriter shall have received copies of any opinions of counsel delivered to the rating agencies set forth in the Ratings Free Writing Prospectus as rating the Underwritten Certificates, including, but not limited to, any “true sale” or “perfection” opinions. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter.

 

(j)          The Underwriter shall have received from its counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Underwritten Certificates, the Registration Statement and each Prospectus, and such other related matters as you may reasonably require, including a negative assurance letter satisfactory to the Underwriter with respect to the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus.

 

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(k)          The Depositor’s independent accountants shall have furnished to the Underwriter a letter or letters addressed to the Underwriter and dated as of or prior to the date of first use of any Free Writing Prospectus (other than an Underwriter Free Writing Prospectus or the Preliminary Free Writing Prospectus), the Preliminary Prospectus or the Final Prospectus in the form and reflecting the performance of the procedures previously agreed to by the Depositor and the Underwriter.

 

(l)          Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change in or affecting the earnings, business or properties of Redwood Trust, the Depositor or the Seller which, in your judgment, materially impairs the investment quality of the Underwritten Certificates so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Underwritten Certificates as contemplated by the Final Prospectus.

 

(m)          The Underwritten Certificates shall be rated not lower than the required ratings set forth in the Free Writing Prospectus dated May 15, 2013 with respect to ratings of the Underwritten Certificates (the “Ratings Free Writing Prospectus”), such ratings shall not have been rescinded and no public announcement shall have been made that any such required rating of the Underwritten Certificates has been placed under review (otherwise than for possible upgrading).

 

(n)          The Depositor shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be in all material respects satisfactory in form and substance to the Underwriter and its counsel.

 

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If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

 

7.          Termination. This Agreement shall be subject to termination in your absolute discretion, by notice given to the Depositor if, subsequent to the date hereof, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of Redwood Trust or the Depositor shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Underwritten Certificates on the terms and in the manner contemplated in the Final Prospectus.

 

8.          Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Depositor, the Seller and Redwood Trust and their respective officers and of the Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or the Depositor, the Seller or Redwood Trust, and will survive delivery of and payment for the Underwritten Certificates. The provisions of Sections 5(iv), 9, 11 and 12 hereof shall survive the termination or cancellation of this Agreement.

 

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9.          Reimbursement of Underwriter Expenses. If for any reason, other than default by the Underwriter in its obligation to purchase the Underwritten Certificates or termination by the Underwriter pursuant to Section 7 hereof, the Underwritten Certificates are not delivered as provided herein, the Depositor, the Seller and Redwood Trust jointly and severally agree to reimburse the Underwriter for all damages, losses and out-of-pocket expenses of the Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by the Underwriter in making preparations for the purchase, sale and delivery of the Underwritten Certificates, but the Depositor, the Seller and Redwood Trust shall then be under no further liability to the Underwriter with respect to the Underwritten Certificates, except as provided in Sections 5(iv), 8, 11 or 12 hereof.

 

10.         Certain Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

 

Custom Loan Information: Such information regarding the Mortgage Loans as is disseminated by the Underwriter to a potential investor, exclusive of any Seller Mortgage Loan Information (in the form provided by the Depositor) and information included in the Preliminary Term Sheet.

 

Contract of Sale: A valid contract, whether oral or written, by which a third party becomes committed to purchase any Underwritten Certificates from the Underwriter and the Underwriter becomes committed to sell such Underwritten Certificates to such third party; provided that “Contract of Sale” excludes any action by such third party and the Underwriter prior to such commitments.

 

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Derived Information: Such information regarding the Underwritten Certificates as is disseminated by the Underwriter to a potential investor, which information is prepared on the basis of or derived from Seller Mortgage Loan Information (e.g., tables and/or charts displaying with respect to any Class or Classes of Underwritten Certificates, any of the following: yield, average life, duration, expected maturity, interest rate sensitivity, loss sensitivity), but does not include (i) Issuer Information, (ii) information contained in the Registration Statement, any Prospectus or any amendment or supplement to any of them, taking into account information incorporated therein by reference or (iii) Seller Mortgage Loan Information.

 

Free Writing Prospectus: The Preliminary Term Sheet, the Preliminary Free Writing Prospectus and any Custom Loan Information, Derived Information or other information relating to the Underwritten Certificates disseminated by the Depositor (with the prior consent of the Underwriter pursuant to Section 4) or by the Underwriter (with the prior consent of the Depositor pursuant to Section 4), that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Securities Act.

 

Issuer Information: Such information as defined in Rule 433(h) under the Securities Act and information that is based on or derived from such information, but excluding Derived Information or Custom Loan Information.

 

Preliminary Free Writing Prospectus: The preliminary free writing prospectus dated May 13, 2013.

 

Preliminary Term Sheet: The preliminary term sheet dated May 13, 2013.

 

Seller Mortgage Loan Information: Information relating to the Mortgage Loans furnished by or on behalf of the Depositor or the Seller to the Underwriter.

 

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Spread: The excess, if any, of (i) the purchase prices paid by investors to the Underwriter for the Underwritten Certificates over (ii) the purchase price paid by the Underwriter to the Depositor for the Underwritten Certificates purchased by the Underwriter.

 

Underwriter Free Writing Prospectus: Any Free Writing Prospectus that was prepared by or on behalf of the Underwriter.

 

Underwriter Information: The only written information furnished by or on behalf of the Underwriter to the Depositor specifically for use in connection with the preparation of the Registration Statement, any Prospectus or any Free Writing Prospectus, such information being specified on Exhibit A attached hereto.

 

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11.         Indemnification. (a) The Depositor, the Seller and Redwood Trust jointly and severally agree to indemnify and hold harmless the Underwriter and each person who controls the Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any revision or amendment thereof or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated in the Registration Statement or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus (expressly including any information relating to a servicer or an originator), (iv) the omission or alleged omission to state therein a material fact required to be stated in the Preliminary Prospectus (expressly including any information relating to a servicer or an originator), or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) any untrue statement or alleged untrue statement of a material fact contained in the Final Prospectus (expressly including any information relating to a servicer or an originator), or in any revision or amendment thereof or supplement thereto, (vi) the omission or alleged omission to state in the Final Prospectus (expressly including any information relating to a servicer or an originator), or in any revision or amendment thereof or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of a material fact contained in a Free Writing Prospectus other than an Underwriter Free Writing Prospectus, or (viii) the omission or alleged omission to state in a Free Writing Prospectus other than an Underwriter Free Writing Prospectus a material fact required to be stated in a Free Writing Prospectus or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and further agree to promptly reimburse each such indemnified party for any legal or other expenses reasonably incurred by it or him, as incurred, in connection with defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that none of the Depositor, the Seller or Redwood Trust shall be liable to the Underwriter or any person who controls the Underwriter to the extent that any misstatement or alleged misstatement or omission or alleged omission (i) was made in the Preliminary Prospectus, the Final Prospectus, any Free Writing Prospectus or the Registration Statement, as applicable, pursuant to Underwriter Information, Derived Information or Custom Loan Information disseminated by the Underwriter (unless such misstatement or alleged misstatement or omission or alleged omission resulted from an error or material omission in the Seller Mortgage Loan Information), (ii) was corrected (with such correction timely delivered to the Underwriter) at least one business day prior to the written confirmation of the applicable Contract of Sale and the Underwriter did not deliver, at or prior to the written confirmation of such sale, a copy of the Final Prospectus as then revised, amended or supplemented, if the Depositor has previously furnished copies thereof to the Underwriter in accordance with the terms of this Agreement, (iii) was made in any Free Writing Prospectus or the Registration Statement and was corrected in the Preliminary Prospectus but the Underwriter did not deliver, prior to entering into the applicable Contract of Sale, a copy of the Preliminary Prospectus to the applicable purchaser, if the Depositor has previously furnished copies thereof to the Underwriter in accordance with the terms of this Agreement or (iv) is attributable to a breach or an alleged breach of a representation and warranty made by the Underwriter or an affiliate of the Underwriter to the Depositor or an affiliate of the Depositor. This agreement as to indemnity will be in addition to any liability that the Depositor, the Seller or Redwood Trust may otherwise have.

 

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(b) The Underwriter agrees to indemnify and hold harmless the Depositor, Redwood Trust and the Seller, the officers of the Depositor who signed the Registration Statement or any amendment thereof, the directors of the Depositor, and each person who controls the Depositor, Redwood Trust or the Seller within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnities from the Depositor, the Seller and Redwood Trust to the Underwriter; provided, however, that the Underwriter will be liable in any such case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with Underwriter Information, Derived Information or Custom Loan Information, as applicable, furnished by the Underwriter to the Depositor or to a prospective investor, except to the extent that any untrue statement or alleged untrue statement therein or omission therefrom resulted (or is alleged to have resulted) directly from an error in the Seller Mortgage Loan Information that was used in the preparation of either (x) any Underwriter Information, Derived Information or Custom Loan Information (or amendment or supplement thereof) or (y) any written or electronic materials furnished to prospective investors on which any Underwriter Information (or amendments or supplements) were based, and for any untrue statement or alleged untrue statement of a material fact contained in any Underwriter Free Writing Prospectus prepared by or on behalf of the Underwriter and the omission or alleged omission to state in any Underwriter Free Writing Prospectus prepared by or on behalf of the Underwriter a material fact required to be stated in a Free Writing Prospectus or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. This agreement as to indemnity will be in addition to any liability that the Underwriter may otherwise have.

 

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(c) Promptly after receipt of notice of the commencement of any action by an indemnified party under this Section 11, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 11, notify the indemnifying party in writing of the commencement thereof; provided, however, that the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party, unless the indemnifying party is materially prejudiced by such failure to notify and in any event shall not relieve the indemnifying party from any liability which it may have to any indemnified party other than under this Section 11. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party, to assume the defense thereof; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party (including impleaded parties) or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party such that joint representation of the parties would create an ethical conflict of interest for counsel, the indemnified party or parties shall have the right to elect to be represented by separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and consent by the indemnified party to selection of counsel, which consent shall not be withheld unreasonably, the indemnifying party will not be liable for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) for the Underwriter in the case of paragraph (a) of this Section 11, representing the related indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

 

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12.         Contribution. If the indemnification provided for in Section 11 is unavailable or insufficient to hold harmless an indemnified party under Section 11, then (i) each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in Section 11 above in such proportion as is appropriate to reflect the relative benefits received by the Depositor, the Seller and Redwood Trust on the one hand and the Underwriter on the other from the offering of the Underwritten Certificates or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Depositor, the Seller and Redwood Trust on the one hand and the Underwriter on the other in connection with the statements or omissions or alleged statements or alleged omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Depositor, the Seller and Redwood Trust on the one hand and the Underwriter on the other shall be in such proportion so that the Underwriter is responsible for an amount equal to the Spread, and the Depositor, the Seller and Redwood Trust are responsible for the balance. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omissions or alleged omission to state a material fact relates to information supplied by the Depositor, the Seller or Redwood Trust or by the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Depositor, the Seller, Redwood Trust and the Underwriter agree that it would not be just and equitable if contribution were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 12 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 12. The Underwriter shall not be required to contribute any amount in excess of (x) the Spread, over (y) the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 

13.         Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder.

 

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14.         Applicable Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed therein, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

 

15.         No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the price to be paid by the Underwriter for the Underwritten Certificates, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

 

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This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

 

The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

 

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16.         Miscellaneous. Time shall be of the essence of this Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Underwritten Certificates, represents the entire agreement between Depositor, the Seller and Redwood Trust, on the one hand, and the Underwriter, on the other, with respect to the preparation of the Preliminary Prospectus, the Final Prospectus and any Free Writing Prospectus, the conduct of the offering and the purchase and sale of the Underwritten Certificates. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

 

17.         Notices. All communications hereunder shall be in writing and effective only on receipt and, if sent to the Underwriter, shall be delivered to the address specified on the signature page hereof. If such notice is sent to the Depositor, the Seller or Redwood Trust, it shall be delivered to One Belvedere Place, Suite 330, Mill Valley, California 94941, attention of John Isbrandtsen.

 

18.         Closing Date. The Underwriter, the Seller, the Depositor and Redwood Trust shall make all commercially reasonable efforts to close the sale and purchase of the Underwritten Certificates (the “Transaction”) on May 23, 2013 (the “Targeted Closing Date”). If the Transaction does not close on or before May 23, 2013, the Underwriter, the Seller, the Depositor and Redwood Trust shall make all commercially reasonable efforts to close the Transaction as soon as practicable thereafter but not later than May 30, 2013 (the “Latest Permitted Closing Date”).

 

To the extent that the Transaction does not close on the Targeted Closing Date but closes on or prior to the Latest Permitted Closing Date and the failure to close on the Targeted Closing Date is not the result of a delay of or caused by the Underwriter in connection with any Free Writing Prospectus, the Preliminary Prospectus, the Final Prospectus or this Agreement, the Aggregate Purchase Price Percentage for the Underwritten Certificates as shown on Schedule 1 hereto shall be reduced by an amount equal to 0.078125% for each seven calendar day period for which the closing of the Transaction does not occur, pro rated for the actual number of days from and including the Targeted Closing Date to but excluding the actual closing date of the Transaction.

 

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In the event that the Transaction does not close on or before the Latest Permitted Closing Date, the obligations of the Underwriter under this Agreement shall terminate unless the Underwriter, the Depositor, the Seller and Redwood Trust each agree in writing to extend this Agreement, subject to any additional terms and conditions agreed to at the time of such extension.

 

* * *

 

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If the foregoing is in accordance with your understanding of our agreement please sign and return to the undersigned a counterpart hereof, whereupon this Agreement and your acceptance shall represent a binding agreement by and among the Depositor, the Seller, Redwood Trust and the Underwriter relating to the Underwritten Certificates.

 

  Very truly yours,
   
  REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
  as Seller
       
  By: /s/ William J. Moliski
    Name:   William J. Moliski
    Title: Authorized Signatory
       
  SEQUOIA RESIDENTIAL FUNDING, INC.,
  as Depositor
   
  By: /s/ William J. Moliski
    Name:   William J. Moliski
    Title: Authorized Signatory
       
  REDWOOD TRUST, INC.
       
  By: /s/ William J. Moliski
    Name:   William J. Moliski
    Title: Authorized Signatory

 

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The foregoing Agreement

is hereby confirmed and accepted by:

 

RBS SECURITIES INC.

 

By: /s/ Sean Curran  
  Name: Sean Curran  
  Title: Vice President  
  Address: 600 Washington Blvd, Stamford, CT  06901  

 

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Schedule 1 – Schedule of Underwritten Certificates

 

 

Class  Original
Class
Principal
Amount or
Notional Amount
  

Initial Class
Interest
Rate(1)

   Aggregate
Purchase
Price
Percentage of
the
Underwriter
   Original
Principal or
Notional
Amount to be
purchased by
the
Underwriter
 
A-1  $125,000,000    2.500%   98.926359%  $125,000,000 
A-2  $298,878,000    3.000%   101.226359%  $298,878,000 
A-IO1  $125,000,000    0.500%   2.300000%  $125,000,000 

 

 

 

(1)The Underwritten Certificates will accrue interest at the related interest rate described in the Final Prospectus.

  

 

 
 

 

EXHIBIT A

 

The following constitutes Underwriter Information for purposes of Section 10 of this Agreement:

 

The information set forth in the Preliminary Prospectus Supplement and the Prospectus Supplement (i) in the first and second sentences of the paragraph immediately preceding the penultimate paragraph on the cover page thereof and (ii) in the first sentence of the second paragraph and the first sentence of the fourth paragraph under the caption “Method of Distribution” therein.

 

 

 

 

EX-1.2 3 v345546_ex1-2.htm ENGAGEMENT AGREEMENT

 Exhibit 1.2

 

EXECUTION VERSION

 

May 6, 2013

 

RWT Holdings, Inc.

One Belvedere Place

Mill Valley, California 94941

 

Redwood Trust, Inc.

One Belvedere Place

Mill Valley, California 94941

 

Ladies and Gentlemen:

 

By this letter agreement (this “Letter Agreement”), we are pleased to confirm the terms and conditions under which RBS Securities Inc. (together with our subsidiaries and affiliates, “RBS”) will act as sole lead underwriter for RWT Holdings, Inc. (the “Company”), a wholly-owned subsidiary of Redwood Trust, Inc. (“Redwood Trust,” and together with the Company and their subsidiaries and affiliates, “Redwood”) in connection with the proposed offer and sale (together, the “Offering”) of certain classes of mortgage-backed securities (the “2013-7 Securities”) issued by Sequoia Mortgage Trust 2013-7 (the “Issuing Entity” and such issuance, the “Transaction”). The Issuing Entity is expected to issue (i) one or more classes of senior certificates entitled to payments of both interest and principal that will be rated AAA or its equivalent by two of Moody’s Investors Service, Inc., Fitch Ratings, Inc. or Standard &  Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (each, a “Rating Agency” and such 2013-7 Securities, “AAA P&I Senior Securities”), (ii) one or more classes of senior certificates entitled to interest-only payments that will be rated AAA or its equivalent by two of the Rating Agencies (“AAA IO Senior Securities”), (iii) one or more classes of subordinate certificates (the “Subordinate Securities”) and (iv) one or more classes of REMIC residual certificates.

 

1.           The 2013-7 Securities are expected to be secured by a single pool of mortgage loans (the “Mortgage Loans”). A loan tape (the “Initial Tape”) containing information regarding the Mortgage Loans was furnished by Redwood to RBS on May 6, 2013, and the final balance will be subject to the related Loan Balance Permitted Variance specified on Annex A from the balance shown on the Initial Tape.

 

Redwood may substitute up to an aggregate of the Permitted Substitution Percentage specified on Annex A hereto (calculated by balance) of the Initial Tape so long as (a) there are no material differences between the attributes of the Mortgage Loans after substitution and the attributes reflected in the Initial Tape that would materially change the AAA P&I Senior Securities credit enhancement level specified in Section 3 and (b) the Loan Balance Permitted Variance is maintained after taking account of the related substitutions.

 

 
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 2

 

At its sole expense, RBS shall conduct a customary underwriter’s due diligence review of all of the Mortgage Loans and shall have the right, in its reasonable discretion, to have certain loans removed from the final pool of Mortgage Loans based on its due diligence results.

 

2.           Structure of the Transaction; Documentation. The Transaction shall be structured in a manner substantially similar in all material respects to previous securitization transactions of fixed rate pools executed by Redwood under the “Sequoia Mortgage Trust” program (the “SEMT Program”) including, but not limited to, the same “shifting interest” provisions and mechanics in the securitization transaction in the SEMT Program that closed on April 30, 2013 (“SEMT 2013-6”) with respect to the fixed rate pool included therein. Additionally, the disclosures included in the SEMT 2013-7 securitization shall be similar to those in SEMT 2013-6. Such disclosures shall also include a Rule 424(b) filing made following confirmation of the preliminary engagement substantially in the form previously provided to RBS, but with such changes are necessary or desirable to reflect the terms of this Letter Agreement. In connection therewith, Redwood Residential Acquisition Corporation (in such capacity, the “Seller”) shall transfer the Mortgage Loans to either Sequoia Mortgage Funding Corporation or Sequoia Residential Funding, Inc., which shall act as depositor (the “Depositor”) for the Transaction. The transaction documents governing (i) the sale of the Mortgage Loans from the Seller to the Depositor, (ii) the sale of the Mortgage Loans from the Depositor to the Issuing Entity or the trustee (the “Trustee”) of the Issuing Entity and the issuance and terms of the 2013-7 Securities, (iii) the servicing and administration of the Mortgage Loans by each servicer (each, a Servicer”) and supervision thereof by the master servicer (the “Master Servicer”), (iv) the custody of the Mortgage Loan files by the custodian (the “Custodian”) and (v) the assignment of representations and warranties (together, the “Basic Transaction Documents”), shall be substantially similar in all material respects to the transaction documents executed in connection with the SEMT 2013-6 transaction.

 

3.           Ratings. It is a condition to the consummation of the Transaction that at least two Rating Agencies selected by Redwood (the “Initial Rating Agencies”) issue a AAA or equivalent rating in respect of the AAA P&I Senior Securities. The fees of the Initial Rating Agencies shall be paid in accordance with Section 8 hereof. Notwithstanding any Rating Agency feedback in respect of an AAA or equivalent rating, the Initial Credit Enhancement for the AAA P&I Senior Securities shall be specified on Annex A.

 

2
 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 3

 

4.           Underwriting Arrangement. RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more interest only certificates, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 2013-6. It is expected that RBS shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.

 

5.           Retention of Certain 2013-7 Securities by Redwood. Redwood shall initially retain (i) the AAA IO Senior Securities that are not Underwritten AAA IO Senior Securities and (ii) the Subordinate Securities (the “Redwood Retained Securities”) issued by the Issuing Entity.

 

6.           Adjustment to Purchase Price; Underwriting Fee for Subordinate Securities. The Initial Purchase Price Percentage will be subject to adjustment (“Securities Price Adjustment”) as calculated in Annex A. In the event that Redwood decides to offer any of the Subordinate Securities under the Underwriting Agreement (such Subordinate Securities, the “Underwritten Subordinate Securities,” and together with the Underwritten Senior Securities, the “Underwritten Securities”), RBS shall receive an underwriting fee calculated as the product of (i) the Subordinate Securities Underwriting Fee Percentage specified on Annex A and (ii) the unpaid principal balance of Underwritten Subordinate Securities as of the Closing Date (the “Subordinate Securities Underwriting Fee”).

 

RBS will have sole discretion to determine the price at which each class of Underwritten Senior Securities may be offered to third parties or purchased by RBS; provided that such prices allow all the Underwritten Senior Securities to be sold to third party investors or RBS; provided further that Redwood may opt to purchase any or all of each class of Underwritten Senior Securities at such price in lieu of RBS's sale of the same to either a third party or to itself. Furthermore, if Redwood elects to purchase any Underwritten Senior Securities, then Redwood shall not offer such Underwritten Senior Securities to any third parties until after the Closing Date. The foregoing sentence is subject to the following: Redwood and RBS shall each be entitled to retain one half of any AAA IO Senior Securities at a mutually agreed price.

 

3
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 4

 

7.           Offering Documents. In connection with the Offering and as described in greater particularity in the Underwriting Agreement, Redwood shall prepare (i) a preliminary prospectus supplement and prospectus, (ii) a free writing prospectus relating to the ratings of each class of 2013-7 Securities offered in the Offering and (iii) a final prospectus supplement and prospectus (together, the “Offering Documents”). The Offering Documents shall contain disclosures regarding, but not limited to, (i) the characteristics of the Mortgage Loans, (ii) the terms of the 2013-7 Securities and yield considerations with respect thereto, (iii) the Seller, the Depositor, Redwood Trust, the Company, the Trustee, the Issuing Entity, the Servicers, the Custodian, the Master Servicer and the Underwriter, and any material legal proceedings with respect to each such entity and the compensation arrangements (if any) for each such entity, (iv) the tax status, ERISA eligibility and legal investment considerations in respect of the 2013-7 Securities, (v) the material provisions of the Basic Transaction Documents and (vi) the pre-offering review of the Mortgage Loans, in each case substantially similar in nature to the disclosures included in the offering materials for the SEMT 2013-6 transaction. The Offering Documents shall be subject to the approval of RBS in its commercially reasonable discretion. In connection with the Offering and as described in greater particularity in the Underwriting Agreement, RBS shall (a) prepare the term sheet and (b) generate all collateral and yield tables, in each case based on information provided to RBS by Redwood. In addition, RBS shall obtain comfort letters from the hired accounting firm in respect of the documents and/or information specified in (a) and (b), which shall be addressed to both RBS and Redwood. The Underwriting Agreement shall govern any required indemnification by RBS or Redwood in respect of the Offering Documents prepared by Redwood and the documents and/or information specified in (a) and (b) prepared by RBS and will be substantially similar in all material respects to the indemnification provisions included in the SEMT 2013-6 transaction. The 2013-7 Securities may not be marketed to investors prior to May 13, 2013.

 

8.           Payment of Certain Expenses.

 

(a)The payment of certain expenses in respect of the Transaction shall be as described under “Expense Allocation” on Annex A.

 

(b)In the event that an unforeseen and unavoidable circumstance arises that RBS and Redwood mutually agree would prevent the completion of the Transaction, RBS and Redwood shall execute the Pair-off Payment specified on Annex A. If the calculation results in a negative amount, Redwood shall make the Pair-off Payment to RBS. If the calculation results in a positive amount, RBS shall make the Pair-off Payment to Redwood.

 

9.           Closing of the Transaction; Delay Penalty. RBS and Redwood shall make all commercially reasonable efforts to close the Transaction on the Targeted Closing Date specified on Annex A. If the Transaction does not close on the Targeted Closing Date, RBS and Redwood shall make all commercially reasonable efforts to close the Transaction as soon as practicable thereafter but not later than the Latest Permitted Closing Date specified on Annex A.

 

To the extent that the Transaction does not close on the Targeted Closing Date but closes on or before the Latest Permitted Closing Date and the failure to close on the Targeted Closing Date is the result of a delay of or caused by Redwood or Rating Agencies in connection with any Offering Document or the Underwriting Agreement, provided that the Underwriter has provided to Redwood all information required to complete such documents no later than five (5) Business Days prior to the Targeted Closing Date, the Initial Purchase Price Percentage shall be reduced by the Delay Penalty Percentage specified on Annex A.

 

4
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 5

 

10.         Other.

 

(a)         RBS’ participation in the Transaction and the Offering shall be subject to the receipt by RBS of all internal approvals.

 

(b)         Redwood (i) shall make available to RBS marketing materials substantially similar to the marketing materials used for SEMT 2013-6 transaction; (ii) at the request of RBS, provide such information and documents as may be reasonably requested in order to enable RBS to market the Underwritten Securities and carry out the engagement contemplated by this Letter Agreement and the Underwriting Agreement; and (iii) assist RBS in carrying out its duties, functions and responsibilities pursuant hereto and provide reasonable access to the appropriate senior officers, management, accountants, legal counsel and other parties and facilities.

 

(c)         In connection with the Transaction, Redwood has contracted a diligence firm to perform a diligence review of the Mortgage Loans. Redwood agrees to make available the loan-level files and loan-level diligence results of such firm to RBS, in order to enable RBS to conduct and complete its customary due diligence review of the Mortgage Loans. Redwood recognizes and confirms that RBS will be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of Redwood and the diligence firm contracted by Redwood, and that RBS does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information.

 

(d)         In connection with the structuring of the Offering and engaging in the Transaction, Redwood also agrees to provide RBS with (i) prompt notice of any material development affecting Redwood or the occurrence of any event or other change known to Redwood and relating to Redwood that could affect the Transaction or the Offering (including any marketing materials or Offering Documents) and (ii) any public financial reports or such other information concerning the business and financial condition of Redwood as RBS may from time to time reasonably request.

 

(e)         Redwood agrees that it has not and, unless Redwood and RBS shall mutually agree in writing, Redwood agrees that it will not engage any other person to act as a structurer, arranger, advisor, lead underwriter or placement agent in the Transaction for a period beginning on the date of this Letter Agreement and ending upon the termination of this Letter Agreement.

 

(f)          The terms of this Letter Agreement shall be subject to renegotiation by mutual consent of Redwood and RBS. Any changes to the contents of Annex A as a result of such renegotiation shall be reflected in a revised Annex A and attached hereto in substitution of any prior version of Annex A.

 

5
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 6

 

11.         Confidentiality. Redwood agrees that any documents or information received from RBS, its affiliates or advisors in connection with this Letter Agreement, the Underwriting Agreement and the transactions contemplated herein and therein may contain information that has been developed by RBS on a proprietary basis. Redwood agrees to treat confidentially all such information received hereunder and under the Underwriting Agreement until one year from the date of termination hereof; provided, that nothing herein shall prevent Redwood from disclosing any such information: (i) to purchasers or prospective purchasers of the Underwritten Securities to the extent such information is material to an investment decision, (ii) to any Rating Agency in connection with the Transaction, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or to defend any claim in any such proceeding, (iv) as required by law or regulation or upon the request or demand of any regulatory authority having jurisdiction over Redwood or any of its affiliates (including any filings related to or regarding this Agreement so long as Redwood has given prior written notice to and received the prior written consent of RBS to any such filing), (v) to the extent that such information becomes publicly available other than by reason of disclosure by Redwood or was or becomes available to Redwood or its affiliates from a source which is not known by Redwood to be subject to a confidentiality obligation with respect thereto, or (vi) to Redwood’s affiliates and its and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Offering, the Transaction or any other services provided by Redwood or its affiliates to RBS and its affiliates, provided (a) that such persons are made aware of the proprietary nature of such information and (b) that Redwood shall be responsible for any breach of this provision by such persons. Redwood understands that portions of the non-public information may be subject to the Gramm-Leach-Bliley Act of 1999 (the “GLB”) and other applicable privacy laws and regulations and agrees to maintain such information as required by the GLB and such other applicable privacy laws and regulations for financial institutions notwithstanding the proviso to this paragraph (other than clauses (ii), and (iii), (iv) and (v) of such proviso) or any termination of this Letter Agreement.

 

RBS agrees to treat confidentially all non-public information provided to it by or on behalf of Redwood hereunder until one year from the date of termination hereof; provided, that nothing herein shall prevent RBS from disclosing any such information: (i) to purchasers or prospective purchasers of the Underwritten Securities to the extent such information is material to an investment decision, (ii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or to defend any claim in any such proceeding, (iii) as required by law or regulation or upon the request or demand of any regulatory authority having jurisdiction over RBS or any of its affiliates, (iv) to the extent that such information becomes publicly available other than by reason of disclosure by RBS or was or becomes available to RBS or its affiliates from a source which is not known by RBS to be subject to a confidentiality obligation with respect thereto, or (v) to affiliates of RBS and its and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Offering, the Transaction or any other services provided by RBS or its affiliates to the Redwood and its affiliates, provided that such persons are made aware of the proprietary nature of such information. RBS understands that portions of the non-public information may be subject to the GLB and other applicable privacy laws and regulations and agrees to maintain such information as required by the GLB and such other applicable privacy laws and regulations for financial institutions notwithstanding the proviso to this paragraph (other than clauses (ii), (iii) and (v) of such proviso) or any termination of this Letter Agreement.

 

6
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 7

 

Notwithstanding any other provision in this Letter Agreement, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

 

12.         Governing Law. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed therein, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

 

13.         No Advisory or Fiduciary Responsibility. Redwood acknowledges and agrees that: (i) the transactions contemplated by this Letter Agreement and the Underwriting Agreement are arm’s-length commercial transactions between Redwood, on the one hand, and RBS, on the other hand, and Redwood is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Letter Agreement and the Underwriting Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to each such transaction RBS is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of Redwood or its affiliates, stockholders, creditors or employees or any other party; (iii) RBS has not assumed and will not assume an advisory, agency or fiduciary responsibility in favor of Redwood with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether RBS has advised or is currently advising Redwood on other matters) or any other obligation to Redwood except the obligations expressly set forth in this Letter Agreement and the Underwriting Agreement; (iv) RBS and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Redwood and that RBS has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) RBS has not provided any legal, accounting, regulatory or tax advice with respect to the Offering and Redwood has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

 

Redwood acknowledges and agrees that RBS is acting solely in the capacity of an arm’s length contractual counterparty to Redwood with respect to the Offering and the Transaction (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, Redwood or any other person.  In addition, RBS is not advising Redwood or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  Redwood shall consult with its own advisors concerning such matters, and RBS shall have no responsibility or liability to Redwood with respect thereto.  Any review by RBS of Redwood, the transactions contemplated by this Letter Agreement and the Underwriting Agreement (including the Offering and the Transaction) or other matters relating to such transactions will be performed solely for the benefit of RBS and shall not be on behalf of Redwood.

 

7
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 8

 

14.         Termination. The Underwriting Agreement shall supersede this Letter Agreement in any and all respects, except that the provisions of Sections 8 and 11 shall survive the execution of the Underwriting Agreement. This Letter Agreement shall terminate upon written mutual consent of RBS, the Company and Redwood Trust at any time, including any extension agreed to pursuant to this Section 14. In the event that the Transaction does not close on or before the Latest Permitted Closing Date, the obligations of Redwood and RBS under this Letter Agreement shall terminate unless RBS and Redwood mutually agree in writing to extend this Letter Agreement, subject to any additional terms and conditions agreed to at the time of such extension, except that the provisions of Sections 8 and 11 shall survive the termination of this Letter Agreement. Redwood and RBS acknowledge that the consummation of the Transaction contemplated herein is subject to various conditions and limitations, and that the provisions of this Letter Agreement are preliminary and dependent upon the satisfaction of such conditions and the occurrence of certain events.

 

[SIGNATURE PAGE FOLLOWS]

8
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 9

 

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters set forth herein, please so indicate by signing two copies of this Letter Agreement and returning one of those signed copies to the undersigned, whereupon this Letter Agreement will constitute our binding agreement.

 

  Very truly yours,
   
  RBS SECURITIES, INC.
     
  By:       /s/ James Raezer  
    Name:   James Raezer
    Title:     Managing Director

 

Accepted and agreed to as of  
the date first above written:  
   
REDWOOD TRUST, INC.  
     
By:      /s/ William Moliski  
  Name:   William Moliski  
  Title:     Authorized Officer  
     
RWT HOLDINGS, INC.  
   
By:      /s/ William Moliski  
  Name:    William Moliski  
  Title:      Authorized Officer  

 

9
 

 

Annex A

 

Statistical Calculation Date:   May 1, 2013
     
Description of the Mortgage Loans:     Fixed rated mortgage loans with an approximate unpaid principal balance of $450 million.
     
Loan Balance Permitted Variance:   Plus or minus 5%
     
Permitted Substitution Percentage:     10%
     
Initial Credit Enhancement:   Not less than 6.0%.
     
Underwritten Senior Securities Balance:   Approximately $421,000,000.
     
Underwritten Senior Securities Balance Permitted Variance:   Plus or minus 5%.
     
Initial Purchase Price Percentage:   101.235%.
     
Securities Price Adjustment:  

The Initial Purchase Price Percentage shall be increased or decreased by a percentage equal to:

 

(a) (i) The final Underwritten Senior Securities Balance multiplied by the expected final investor purchase price percentage for the Underwritten Senior Securities (determined as of the pricing date) minus the Initial Purchase Price Percentage, plus (ii) the final Underwritten Senior Securities principal balance multiplied by 0.80, then multiplied by (x) 103.78125% minus (y) the June delivery Fannie 3.0% purchase price percentage most recently available as of the pricing date,

 

divided by:

(b) the final Underwritten Senior Securities Balance

 

multiplied by:

(c) 0.50.

 

Underwritten Senior Securities Interest Rate:   3.0%.
     
Additional Fees or Discounts:   None.

 

Ex. A
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 11

 

Subordinate Securities Underwriting Fee Percentage:   0.25%.
     
Expense Allocation:   Redwood shall pay all expenses in connection with the Transaction and the Offering other than (a) the fees and expenses of legal counsel to RBS and (b) the expenses of any underwriter’s due diligence conducted by RBS on the Mortgage Loans.  The expenses for which Redwood shall be responsible shall not include any fee or discount to RBS in respect of the Underwritten Senior Securities but shall include, but not be limited to: (i) any Subordinate Securities Underwriting Fees, if applicable; (ii) fees and expenses of Redwood’s counsel and auditors in connection with the Transaction; (iii) the fees of the Rating Agencies; (iv) the fees and expenses of any accounting firm that is engaged to deliver comfort letters in respect of the Offering Documents, any static pool information, any term sheet or other marketing materials; (v) the fees and expenses of the Trustee, the Issuing Entity, the Servicers, the Custodian, the Master Servicer and their respective counsel and auditors in connection with the Transaction; (vi) the cost of delivering the Underwritten Securities to the Underwriter; (vii) expenses of preparing, printing, filing and reproducing the Offering Documents, the SEC registration statement relating to the 2013-7 Securities, the Basic Transaction Documents and the 2013-7 Securities; (viii) all transfer taxes, if any, with respect to the sale and delivery of the Underwritten Securities to the Underwriter; (ix) any expenses for the qualification of the Underwritten Securities under “blue sky” or state securities laws, including filing fees and the fees and disbursements of counsel to the Underwriter in connection therewith and with the preparation of any “blue sky” survey; and (x) all other costs and expenses incidental to the Offering or the Transaction that are not otherwise specifically provided for herein.
     
Targeted Closing Date:   RBS and Redwood shall make all commercially reasonable efforts to close the Transaction on May 23, 2013.

 

11
 

 

RWT Holdings, Inc.

Redwood Trust, Inc.

May 6, 2013

Page 12

 

Latest Permitted Closing Date:   May 30, 2013.
     
Delay Penalty Percentage:   0.078125% for each seven calendar day period for which the closing of the Transaction does not occur, pro rated for the actual number of calendar days from and including May 23, 2013 to but excluding the Closing Date of the Transaction.
     
Pair-off Payment:   An amount equal to the product of (i) $ 421,000,000 and (ii) a fraction, (a) the numerator of which is the product of (I) 0.80 and (II) the difference resulting from the subtraction of the Current Value from 103.78125% and (b) the denominator of which is 100.  For the purposes of this calculation, “Current Value” shall equal the price, as reported on Bloomberg on the date such Pair-off Payment is executed, for the Fannie Mae 30 year Mortgage Pass-Through Certificates at a coupon of 3.0% per annum, TBA for June 2013 delivery.

 

12

EX-4.1 4 v345546_ex4-1.htm POOLING AND SERVICING AGREEMENT

EXHIBIT 4.1

 

SEQUOIA RESIDENTIAL FUNDING, INC.

Depositor

  

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

 

and

 

WILMINGTON TRUST, NATIONAL ASSOCIATION

Trustee

 

___________________________

 

POOLING AND SERVICING AGREEMENT

 

dated as of May 1, 2013

___________________________

 

 

SEQUOIA MORTGAGE TRUST 2013-7

  

 
 

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS 8
     
Section 1.01 Definitions 8
Section 1.02 Calculations Respecting Mortgage Loans 32
   
ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES 32
     
Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans 32
Section 2.02 Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund 33
Section 2.03 Representations and Warranties of the Depositor 33
Section 2.04 Discovery of Seller Breach; Repurchase of Mortgage Loans 35
Section 2.05 Obligations in Respect of Alleged Breach of Originator Representations and Warranties 36
Section 2.06 Intention of Parties 38
Section 2.07 Controlling Holder Assumption of Purchase Agreement and Servicing Agreement Rights 39
Section 2.08 Obligations in Respect of Proposed Eminent Domain Mortgage Loan Acquisition 40
   
ARTICLE III THE CERTIFICATES 41
     
Section 3.01 The Certificates 41
Section 3.02 Registration 42
Section 3.03 Transfer and Exchange of Certificates 42
Section 3.04 Cancellation of Certificates 46
Section 3.05 Replacement of Certificates 46
Section 3.06 Persons Deemed Owners 46
Section 3.07 Temporary Certificates 46
Section 3.08 Appointment of Paying Agent 47
Section 3.09 Book-Entry Certificates 47
   
ARTICLE IV ADMINISTRATION OF THE TRUST FUND 48
     
Section 4.01 Custodial Accounts; Distribution Account 48
Section 4.02 Reports to Trustee and Certificateholders 49
Section 4.03 Rule 17g-5 Compliance 52
Section 4.04 Rule 15Ga-1 Compliance 53
   
ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES 54
     
Section 5.01 Distributions Generally 54
Section 5.02 Distributions From the Distribution Account 54
Section 5.03 Allocation of Losses 56
Section 5.04 Servicer Obligations 57
Section 5.05 Advances by Master Servicer 57
Section 5.06 Master Servicer Compensating Interest Payments 57
   
ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT 57
     
Section 6.01 Duties of Trustee and the Securities Administrator 57
Section 6.02 Certain Matters Affecting the Trustee and the Securities Administrator 60
Section 6.03 Trustee and Securities Administrator Not Liable for Certificates 61
Section 6.04 Trustee and Securities Administrator May Own Certificates 62
Section 6.05 Eligibility Requirements for Trustee and Securities Administrator 62
Section 6.06 Resignation and Removal of Trustee and the Securities Administrator 62
Section 6.07 Successor Trustee and Successor Securities Administrator 63
Section 6.08 Merger or Consolidation of Trustee or Securities Administrator 64

 

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Section 6.09 Appointment of Co-Trustee, Separate Trustee or Custodian 64
Section 6.10 Authenticating Agents 66
Section 6.11 Indemnification of the Trustee, the Securities Administrator and the Master Servicer 66
Section 6.12 Fees and Expenses of the Securities Administrator, the Certificate Registrar, the Paying Agent, Authenticating Agent, the Trustee and the Custodian 67
Section 6.13 Collection of Monies 68
Section 6.14 Events of Default; Trustee to Act; Appointment of Successor 68
Section 6.15 Additional Remedies of Trustee Upon Event of Default 71
Section 6.16 Waiver of Defaults 72
Section 6.17 Notification to Holders 72
Section 6.18 Directions by Certificateholders and Duties of Trustee During Event of Default 72
Section 6.19 Action Upon Certain Failures of the Master Servicer and Upon Event of Default 72
Section 6.20 Preparation of Tax Returns and Other Reports 73
Section 6.21 Reporting to the Commission 73
Section 6.22 Annual Statements of Compliance 78
Section 6.23 Annual Assessments of Compliance 79
Section 6.24 Accountant’s Attestation 80
Section 6.25 Intention of the Parties and Interpretation; Indemnification 81
   
ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND 81
     
Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans 81
Section 7.02 Procedure Upon Redemption and Termination of Trust Fund 82
Section 7.03 Additional Trust Fund Termination Requirements 83
   
ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS 84
     
Section 8.01 Limitation on Rights of Holders 84
Section 8.02 Access to List of Holders 84
Section 8.03 Acts of Holders of Certificates 85
   
ARTICLE IX  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER 85
     
Section 9.01 Duties of the Master Servicer; Enforcement of the Servicer’s and Master Servicer’s Obligations 85
Section 9.02 Assumption of Master Servicing by Trustee 88
Section 9.03 Representations, Warranties and Covenants of the Master Servicer 88
Section 9.04 Compensation to the Master Servicer 90
Section 9.05 Merger or Consolidation 91
Section 9.06 Resignation of Master Servicer 91
Section 9.07 Assignment or Delegation of Duties by the Master Servicer 91
Section 9.08 Limitation on Liability of the Master Servicer and Others 92
Section 9.09 Indemnification; Third-Party Claims 92
Section 9.10 Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy 92
   
ARTICLE X REMIC ADMINISTRATION 93
     
Section 10.01 REMIC Administration 93
Section 10.02 Prohibited Transactions and Activities 94
Section 10.03 Indemnification With Respect to Prohibited Transactions or Loss of REMIC Status 95
Section 10.04 REO Property 95

 

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ARTICLE XI MISCELLANEOUS PROVISIONS 96
     
Section 11.01 Binding Nature of Agreement; Assignment 96
Section 11.02 Entire Agreement 96
Section 11.03 Amendment 96
Section 11.04 Voting Rights 97
Section 11.05 Provision of Information 97
Section 11.06 Governing Law 98
Section 11.07 Notices 98
Section 11.08 Severability of Provisions 100
Section 11.09 Indulgences; No Waivers 100
Section 11.10 Headings Not to Affect Interpretation 100
Section 11.11 Benefits of Agreement 100
Section 11.12 Special Notices to the Rating Agencies 100
Section 11.13 Conflicts 101
Section 11.14 Counterparts 101
Section 11.15 No Petitions 101

 

ATTACHMENTS

 

Exhibit A Forms of Certificates
Exhibit B Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit C Residual Certificate Transfer Affidavit (Transferor)
Exhibit D Form of Custodial Agreement
Exhibit E-1 Form of Rule 144A Transfer Certificate
Exhibit E-2 Form of Purchaser’s Letter for Qualified Institutional Buyer
Exhibit F Form of Purchaser’s Letter for Institutional Accredited Investor
Exhibit G Form of ERISA Transfer Affidavit
Exhibit H-1 List of Purchase Agreements
Exhibit H-2 List of Servicing Agreements
Exhibit I Additional Disclosure Notification
Exhibit J Back-Up Certificate to Form 10-K Certificate
Exhibit K Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit L Additional Form 10-D Disclosure
Exhibit M Additional Form 10-K Disclosure
Exhibit N Additional Form 8-K Disclosure
Exhibit O Form of Certification for NRSROs and Depositor
   
Schedule A Mortgage Loan Schedule

 

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This POOLING AND SERVICING AGREEMENT, dated as of May 1, 2013 (the “Agreement”), by and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and WELLS FARGO BANK, N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”).

 

PRELIMINARY STATEMENT

 

The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund.  On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund.  The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund.  All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates.  The Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

 

As provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC.

 

The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC.

 

The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest.

 

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The Lower-Tier REMIC Interests

 

The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests:

 

Lower-Tier
REMIC Interest
Designation
  Interest Rate   Initial Class
Principal
Amount
  Corresponding Class of
Certificate(s)
LT-A1   (1)   (2)   A-1, A-IO1, A-IO2
LT-A2   (1)   (2)   A-2, A-IO2
LT-B1   (1)   (2)   B-1
LT-B2   (1)   (2)   B-2
LT-B3   (1)   (2)   B-3
LT-B4   (1)   (2)   B-4
LT-B5   (1)   (2)   B-5
LT-R   (3)   (3)   N/A

 

(1)         The interest rate with respect to any Distribution Date (and the related Accrual Period) for this Lower-Tier Interest shall be an annual rate equal to the Net WAC Rate for such Distribution Date.

 

(2)         This interest shall have an initial class principal amount equal to the aggregate Initial Class Principal Amount of its Corresponding Class(es) of Certificates (excluding any interest-only certificates).

 

(3)         The LT-R Interest is the sole class of residual interest in the Lower-Tier REMIC and does not have a principal amount or bear interest.

 

On each Distribution Date, the Available Distribution Amount distributable as interest shall be deemed to have been distributed as interest with respect to the Lower-Tier Interests based on the interest rates described above. On each Distribution Date, Interest Shortfalls shall be allocated to each Lower-Tier Interest to the same extent that such Interest Shortfalls are allocated to the related Class of Upper-Tier Interests.

 

On each Distribution Date, the remaining Available Distribution Amount distributable with respect to principal shall be deemed to have been distributed to the Lower-Tier Interests as follows:

 

(i)         first, pro rata to the LT-A1 Lower-Tier Interest and LT-A2 Lower Tier Interest in accordance with their respective Class Principal Amounts but only until such Class Principal Amounts equal the Class Principal Amount of the Class A-1 Certificates (in the case of the LT-A1 Lower-Tier Interest) and the Class A-2 Certificates (in the case of the LT-A2 Lower-Tier Interest) immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02;

 

(ii)         second, to the LT-B1 Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-1 Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02;

 

(iii)         third, to the LT-B2 Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-2 Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02;

 

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(iv)         fourth, to the LT-B3 Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-3 Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02;

 

(v)         fifth, to the LT-B4 Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-4 Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02;

 

(vi)         sixth, to the LT-B5 Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-5 Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02; and

 

(ix)         finally, to the LT-R Interest, any remaining amounts.

 

The Certificates and the Upper-Tier REMIC

 

The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount (or initial Class Notional Amount) and minimum denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder. The Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates represent regular interests in the Upper-Tier REMIC; the Class R Certificate represents the sole class of residual interest in the Upper-Tier REMIC; and the Class LT-R Certificate represents the sole class of residual interest in the Lower-Tier REMIC and does not represent an interest in the Upper Tier REMIC.

 

Class
Designation
  Certificate
Interest Rate
   Initial
Class Principal
Amount or
Class Notional
Amount
   Minimum
Denominations or
Percentage Interest
 
Class A-1  (1)    $125,000,000   $100,000 
Class A-2  (2)    $298,878,000   $100,000 
Class A-IO1  (3)     (4)  $1,000,000 
Class A-IO2  (5)      (6)  $1,000,000 
Class B-1  Net WAC Rate    $8,165,000   $100,000 
Class B-2  Net WAC Rate    $7,711,000   $100,000 
Class B-3  Net WAC Rate    $6,577,000   $100,000 
Class B-4  Net WAC Rate    $2,494,000   $100,000 
Class B-5  Net WAC Rate    $4,763,656   $100,000 
Class R  Net WAC Rate      (7)   100%

 

 

(1)The Certificate Interest Rate of the Class A-1 Certificates will be an annual rate equal to the lesser of (a) 2.500% and (b) the Net WAC Rate for such Distribution Date .
(2)The Certificate Interest Rate of the Class A-2 Certificates will be an annual rate equal to the lesser of (a) 3.000% and (b) the Net WAC Rate for such Distribution Date.
(3)The Certificate Interest Rate of the Class A-IO1 Certificates will be an annual rate equal to the excess, if any, of (i) the lesser of the Net WAC Rate for such Distribution Date and 3.000% over (b) 2.500%.
(4)The Class A-IO1 Certificates are interest only Certificates and for any Distribution Date the Class Notional Amount of the Class A-IO1 Certificates is equal to the aggregate of the Class Principal Amount of the Class A-1 Certificates immediately before such Distribution Date. The initial Class Notional Amount of the Class A-IO1 Certificates is $125,000,000.
(5)The Certificate Interest Rate of the Class A-IO2 Certificates will be an annual rate equal to the excess, if any, of the Net WAC Rate for such Distribution Date over 3.000%.
(6)The Class A-IO2 Certificates are interest only Certificates and for any Distribution Date the Class Notional Amount of the Class A-IO2 Certificates is equal to the aggregate Class Principal Amount of the Class A-1 and Class A-2 Certificates immediately before such Distribution Date. The initial Class Notional Amount of the Class A-IO2 Certificates is $423,878,000.
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(7)The Class R Certificate is the sole class of residual interest in the Upper-Tier REMIC and does not have a principal amount or bear interest. For the avoidance of doubt, amounts allocated to the Class LT-R Certificate pursuant to Sections 5.02(a)(xiii) and 5.02(d) shall be excluded from the Available Distribution Amount for the Upper-Tier REMIC.

 

As of the Cut-off Date, the Mortgage Loans had an Aggregate Stated Principal Balance of $453,588,656.25.

 

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator and the Trustee hereby agree as follows.

 

ARTICLE I

DEFINITIONS

 

Section 1.01         Definitions.  The following words and phrases, unless the context otherwise requires, shall have the following meanings:

 

10-K Filing Deadline:  As defined in Section 6.21(b)(i) hereof.

  

Accepted Master Servicing Practices:  With respect to any Mortgage Loan, those mortgage master servicing practices of prudent mortgage master servicing institutions which master service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

 

Accountant:  A Person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent) may be employed by or affiliated with the Depositor or an Affiliate of the Depositor.

 

Accountant’s Attestation:  As defined in Section 6.24.

 

Accrual Period:  With respect to any Distribution Date and for each Class of Certificates, the calendar month preceding the month in which the Distribution Date occurs.  Interest shall accrue on all Classes of Certificates and on all Lower-Tier Interests on the basis of a 360-day year consisting of twelve 30-day months.

 

Acknowledgements:  The Assignment of Representations and Warranties Agreements and the Assignment, Assumption and Recognition Agreements, each dated May 23, 2013, assigning rights under the Purchase Agreements and the Servicing Agreements, respectively, from the Seller to the Depositor and from the Depositor to the Trustee, for the benefit of the Certificateholders, acknowledged by the Master Servicer, and providing certain rights to the Controlling Holder.

 

Additional Form 10-D Disclosure:  As defined in Section 6.21(a)(i).

 

Additional Form 10-K Disclosure:  As defined in Section 6.21(b)(i).

 

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Additional Servicer: Each affiliate of a Servicer that services any of the Mortgage Loans and each Person who is not an affiliate of the Depositor or a Servicer, who services 10% or more of the Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans annually at the commencement of the calendar year prior to the year in which an Item 1123 Certificate is required to be delivered). For clarification purposes, the Master Servicer and the Securities Administrator are Additional Servicers.

 

Advance:  The payments required to be made by the Master Servicer, the applicable Servicer (other than Cenlar FSB) or the Servicing Administrator with respect to any Distribution Date pursuant to this Agreement or the Servicing Agreements, as applicable, the amount of any such payment being equal to the aggregate of the payments of principal and interest (net of the Master Servicing Fee and the applicable Servicing Fee) on the Mortgage Loans that were due on the related Due Date and not received as of the close of business on the related Determination Date, less the aggregate amount of any such delinquent payments that the Master Servicer, the applicable Servicer (other than Cenlar FSB) or the Servicing Administrator have determined would constitute Nonrecoverable Advances if advanced.

 

Adverse REMIC Event:  Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.

 

Affiliate:  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

 Aggregate Expense Rate:  The sum of the Master Servicing Fee Rate, the applicable Servicing Fee Rate and the Trustee Fee Rate.

 

Aggregate Stated Principal Balance:  As to any Distribution Date, the aggregate of the Stated Principal Balances for all Mortgage Loans that were outstanding as of the most recent Due Date.

 

Aggregate Voting Interests:  The aggregate of the Voting Interests of all the Certificates under this Agreement.

 

Agreement:  This Pooling and Servicing Agreement and all amendments and supplements hereto.

 

Applicable Credit Support Percentage:  As to any Class of Subordinate Certificates and any Distribution Date, the sum of the Class Subordination Percentage of such Class and the aggregate of the Class Subordination Percentages of all other Classes (if any) of Subordinate Certificates having lower payment priorities than such Class.

 

Appraised Value:  With respect to any Mortgage Loan, the Appraised Value of the related Mortgaged Property shall be the lesser of:  (i) the value (or the Reconciled Market Value if more than one appraisal is received) thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinancing Mortgage Loan, such value (or the Reconciled Market Value if more than one appraisal is received) of the Mortgaged Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinancing Mortgage Loan at the time of origination of such Refinancing Mortgage Loan by a Qualified Appraiser.

 

Appraiser Independence Requirements: The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.

 

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Assessment of Compliance:  As defined in Section 6.23(a).

 

Authenticating Agent:  Any authenticating agent appointed by the Trustee pursuant to Section 6.10 until any successor authenticating agent for the Certificates is named, and thereafter “Authenticating Agent” shall mean any such successor.  The initial Authenticating Agent shall be the Securities Administrator under this Agreement.

 

Authorized Officer:  Any Person who may execute an Officer’s Certificate on behalf of the Depositor or the Servicing Administrator, as applicable.

 

Available Distribution Amount:  With respect to any Distribution Date, the sum of the following amounts: (i) all scheduled payments of interest (net of the Servicing Fees, the Master Servicing Fee and the Trustee Fee) and principal due during the related Due Period, together with any Advances in respect thereof; (ii) Insurance Proceeds received during the related Prepayment Period; (iii) Liquidation Proceeds received during the related Prepayment Period (net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances and Servicing Advances, if any); (iv) Subsequent Recoveries received during the related Prepayment Period; (v) all Principal Prepayments, together with any accrued interest thereon, identified as having been received on the Mortgage Loans during the related Prepayment Period, plus any amounts received from the Servicers (other than Cenlar FSB), the Servicing Administrator or the Master Servicer in respect of Prepayment Interest Shortfalls on such Mortgage Loans; (vi) amounts received with respect to such Distribution Date as the Substitution Amount and the Repurchase Price in respect of a Deleted Mortgage Loan or a Mortgage Loan purchased by an Originator or the Seller as of such Distribution Date as a result of a breach of a representation or warranty; and (vii) the Clean-up Call Price paid by the Master Servicer to purchase the Mortgage Loans and terminate the Trust Fund, if applicable; minus

 

(A) amounts applied to reimburse Advances and Servicing Advances previously made and other amounts as to which the Servicers (other than Cenlar FSB) and the Servicing Administrator are entitled to be reimbursed pursuant to the Servicing Agreements; (B) amounts applied to reimburse Advances and Servicing Advances previously made as to which the Master Servicer is entitled to be reimbursed pursuant to this Agreement; and (C) the sum of all related fees, charges and other costs, including indemnification amounts and costs of arbitration (other than the Trustee Fee, the Master Servicing Fee and amounts required to be paid by the Master Servicer from the Master Servicing Fee) payable or reimbursable to the Master Servicer, the Securities Administrator and the Trustee from the Trust Fund under this Agreement and the Custodian under the Custodial Agreement, subject to an aggregate maximum amount of $300,000 annually (per year from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary year thereafter) to be paid to such parties collectively, in the order claims for payment of such amounts are received by the Securities Administrator; provided, however, that if a claim is presented for an amount that, when combined with the amount of prior claims paid during that year, would exceed $300,000, then only a portion of such claim will be paid that will make the total amount paid during that year equal to $300,000 and the excess remaining unpaid, together with any additional claims received during that year, will be deferred until the following anniversary year and if the total amount of such deferred claims exceeds $300,000 then payment in such following anniversary year (and each subsequent anniversary year as may be needed until such deferred claims are paid in full) shall be apportioned among the Master Servicer, the Securities Administrator, the Custodian and the Trustee, in proportion to the aggregate amount of deferred claims submitted by such entity as of the last day of the prior year; provided that, in no event will the aggregate amount reimbursable to the Trustee exceed $125,000 annually (per year from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary year thereafter).

 

Back-Up Certificate:  As defined in Section 6.21(e).

 

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Bankruptcy:  As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the Bankruptcy Code or any other similar state laws.

 

Bankruptcy Code:  The United States Bankruptcy Code, as amended.

 

Benefit Plan Opinion:  An Opinion of Counsel satisfactory to the Certificate Registrar, the Depositor and the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

 

Book-Entry Certificates:  Beneficial interests in Certificates designated as “Book-Entry Certificates” in this Agreement, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 3.09; provided, that after the occurrence of a Book-Entry Termination whereupon book-entry registration and transfer are no longer permitted and Definitive Certificates are to be issued to Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry Certificates.”  As of the Closing Date, the following Classes of Certificates constitute Book-Entry Certificates:  Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3.

 

Book-Entry Termination:  As defined in Section 3.09(c).

 

Business Day:  Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the States of California, Delaware, Maryland, Minnesota, Missouri or New York, (iii) a day on which banking institutions in the States of California, Delaware, Maryland, Minnesota, Missouri or New York are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.

 

Certificate:  Any one of the certificates signed by the Trustee and authenticated by the Securities Administrator as Authenticating Agent in substantially the forms attached hereto as Exhibit A.

 

Certificate Interest Rate:  With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate described in the Preliminary Statement to this Agreement.

 

Certificate Owner:  With respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

 

Certificate Principal Amount:  With respect to any Certificate (other than the Interest-Only Certificates and the Class R and Class LT-R Certificates) and any Distribution Date, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate, less (i) the amount of all principal distributions previously made with respect to such Certificate; (ii) the principal portion of all Realized Losses previously allocated to such Certificate; and (iii) any Certificate Writedown Amount previously allocated to such Certificate; provided, however, that on any Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Certificate then outstanding to which a Certificate Writedown Amount or Realized Loss amount has been applied will be increased sequentially, in order of seniority, by an amount equal to the lesser of (A) the principal portion of any Certificate Writedown Amount or Realized Loss amount previously allocated to that Certificate to the extent not previously recovered and (B) the principal portion of any Subsequent Recovery allocable to such Certificate after application (for this purpose) to more senior Classes of Certificates pursuant to this Agreement; and provided further that on any Distribution Date on which the Aggregate Stated Principal Balance of the Mortgage Loans exceeds the aggregate Certificate Principal Amount, such excess (including any excess attributable to the allocation of Principal Forbearance Amounts) will be allocated to increase the Certificate Principal Amount of any Certificate then outstanding to which a Certificate Writedown Amount or Realized Loss amount has previously been allocated, sequentially in order of seniority, up to the principal amount of such Certificate Writedown Amount or Realized Loss to the extent not previously recovered. The Interest-Only Certificates and the Class R and Class LT-R Certificates are issued without Certificate Principal Amounts.

 

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Certificate Register and Certificate Registrar:  The register maintained and the registrar appointed pursuant to Section 3.02.  The Securities Administrator will act as the initial Certificate Registrar.

 

Certificate Writedown Amount:  The amount by which the aggregate Certificate Principal Amount of all the Certificates (other than the Interest-Only Certificates and the Class R and Class LT-R Certificates) on any Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on that Distribution Date) exceeds the Aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date.

 

Certificateholder:  The meaning provided in the definition of “Holder.”

 

Certification:  As defined in the Custodial Agreement.

 

Civil Relief Act:  The Servicemembers Civil Relief Act, as amended, or any similar state or local law.

 

Class:  Collectively, Certificates bearing the same class designation.  In the case of the Lower-Tier REMIC, the term “Class” refers to all Lower-Tier Interests having the same alphanumeric designation.

 

Class A Certificates:  Collectively, the Class A-1, Class A-2, Class A-IO1 and Class A-IO2 Certificates or individually, any one of such Class of Certificates, substantially in the form annexed as Exhibit A and evidencing ownership of regular interests in the Upper-Tier REMIC.

 

Class LT-R Certificate:  The Class LT-R Certificate executed by the Trustee and authenticated and delivered by the Authenticating Agent, substantially in the form annexed as Exhibit A and evidencing ownership of the LT-R Interest.

 

Class R Certificate:  The Class R Certificate executed by the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing the ownership of the sole residual interest in the Upper-Tier REMIC.

 

Class Notional Amount:  With respect to the Interest-Only Certificates, the applicable class notional amount calculated as provided in the Preliminary Statement to this Agreement.

 

Class Principal Amount: With respect to each Class of Certificates (other than the Interest-Only Certificates and the Class R and Class LT-R Certificates), the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination. With respect to any Lower-Tier Interest, the initial Class Principal Amount as shown or described in the table set forth in the Preliminary Statement to this Agreement for the Lower-Tier REMIC, as reduced by principal distributed with respect to such Lower-Tier Interest and Realized Losses or Certificate Writedown Amounts allocated to such Lower-Tier Interest at the date of determination.

 

Class Subordination Percentage:  With respect to each Class of Subordinate Certificates, for each Distribution Date, the percentage obtained by dividing the Class Principal Amount of such Class prior to any distributions of principal, allocations of Realized Losses or allocations of Certificate Writedown Amounts on that Distribution Date by the aggregate of the Class Principal Amounts of all Classes of Certificates (other than the Interest-Only Certificates and the Class R and Class LT-R Certificates) prior to any distributions of principal, allocations of Realized Losses or allocations of Certificate Writedown Amounts on that Distribution Date.

 

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Clean-up Call:  The optional purchase of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund on any date on which the Aggregate Stated Principal Balance is less than 10% of the Aggregate Stated Principal Balance as of the Cut-off Date, in accordance with Section 7.01(d) of this Agreement.

 

Clean-up Call Price:  The price paid by the Master Servicer pursuant to Section 7.01(d) of this Agreement, which is equal to the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans plus accrued interest thereon, to, but not including, the first day of the month in which the Clean-up Call Price is to be distributed and (ii) the fair market value of any REO Property; provided, however, that such purchase price may be increased as is necessary, as determined by the Depositor, to avoid disqualification of any REMIC created under this Agreement as a REMIC.

 

Clearing Agency:  An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.  As of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

 

Clearing Agency Participant:  A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

 

Closing Date:  May 23, 2013.

 

Code:  The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

 

Commission:  U.S. Securities and Exchange Commission.

  

Controlling Holder:  At any time, the Holder of the majority of the Class Principal Amount of the Class B-5 Certificates or, if the Class Principal Amount of the Class B-5 Certificates has been reduced to zero, the holder of the majority of the Class Principal Amount of the Class B-4 Certificates. If the Class Principal Amount of the Class B-4 Certificates has been reduced to zero, then no entity will have any rights under this Agreement as a Controlling Holder. Neither the Depositor nor the Seller shall be a Controlling Holder.

 

Cooperative Corporation:  The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

 

Cooperative Loan:  Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

 

Cooperative Property:  The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the shares of the Cooperative Corporation.

 

Cooperative Shares:  Shares issued by a Cooperative Corporation.

 

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Corporate Trust Office:  With respect to the Trustee, the corporate trust office of the Trustee located at 1100 North Market Street, Rodney Square North, Wilmington, Delaware, 19890, Attention: Corporate Trust – Sequoia Mortgage Trust 2013-7, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator or the principal corporate trust office of any successor Trustee.  With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services Sequoia Mortgage Trust 2013-7.

 

Corresponding Class of Certificates:  With respect to each Lower-Tier Interest, the Class or Classes of Certificates appearing opposite such Lower-Tier Interest, as described in the Preliminary Statement to this Agreement.

 

Credit File Certification: As defined in the Custodial Agreement.

 

Credit File Exception Report: As defined in the Custodial Agreement.

 

Credit Support Depletion Date: The date on which the aggregate Class Principal Amount of the Subordinate Certificates has been reduced to zero.

 

Current Interest:  With respect to each Class of Certificates and any Distribution Date, the aggregate amount of interest accrued at the applicable Certificate Interest Rate during the related Accrual Period on the Class Principal Amount or Class Notional Amount, as applicable, of such Class prior to any distributions of principal, allocations of Realized Losses or allocations of Certificate Writedown Amounts prior to such Distribution Date.

 

Custodial Accounts:  Each Custodial Account (other than an Escrow Account) established and maintained by a Servicer pursuant to a Servicing Agreement with respect to the Mortgage Loans.

 

Custodial Agreement:  The Custodial Agreement, dated as of May 1, 2013, among the Depositor, the Seller, the Trustee, Wells Fargo Bank, N.A., as Custodian and Wells Fargo Bank, N.A., as Master Servicer, as amended from time to time.  A copy of the Custodial Agreement is attached hereto as Exhibit D.

 

Custodian:  A Person who is at any time appointed by the Trustee as a custodian of all or a portion of the Mortgage Documents, the Trustee Mortgage Files and the Trustee Credit Files and listed on the Mortgage Loan Schedule as the Custodian of such Mortgage Documents, Trustee Mortgage Files and Trustee Credit Files.  The initial Custodian is Wells Fargo Bank, N.A.

 

Cut-off Date:  May 1, 2013.

 

Debt Service Reduction:  With respect to any Mortgage Loan, a reduction in the Scheduled Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

 

Defective Mortgage Loan:  The meaning specified in Section 2.04.

 

Deficient Valuation:  With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.

 

Definitive Certificate:  A Certificate of any Class issued in definitive, fully registered, certificated form, which shall initially be the Class B-4, Class B-5, Class LT-R and Class R Certificates.

 

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Deleted Mortgage Loan:  A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan in accordance with a Purchase Agreement or Servicing Agreement.

 

Delinquent:  Any Mortgage Loan with respect to which the Scheduled Payment due on a Due Date is not received, based on the Mortgage Bankers Association method of calculating delinquency.

 

Demand: As defined in Section 4.04(a).

 

Depositor:  Sequoia Residential Funding, Inc., a Delaware corporation having its principal place of business in California, or its successors in interest.

 

Determination Date:  With respect to each Distribution Date, the 16th day of the month in which such Distribution Date occurs, or, if such 16th day is not a Business Day, the next succeeding Business Day; provided, however, that with respect to a Servicer and such Servicer's Advance obligations or the Servicing Administrator and the Servicing Administrator’s Advance obligations, the Determination Date is the date set forth in the applicable Servicing Agreement.

 

Disqualified Organization:  A “disqualified organization” as defined in Section 860E(e)(5) of the Code.

 

Distribution Account:  The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section 4.01.  Funds in the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution Account) shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

 

Distribution Date:  The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in June 2013.

 

Distribution Date Statement:  As defined in Section 4.02.

 

Due Date:  With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note as indicated in the applicable Servicing Agreement, exclusive of any days of grace.

 

Due Period:  As to any Distribution Date, the period beginning on the second day of the calendar month preceding the month in which such Distribution Date occurs, and ending on the first day of the calendar month in which such Distribution Date occurs.

 

Eligible Account:  Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee or the Paying Agent.  If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts is no longer compliant with the requirements set forth in the immediately preceding sentence, the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within 30 days of such downgrade.

 

Eligible Investments:  At any time, any one or more of the following obligations and securities:

 

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(i)         direct obligations of, and obligations fully guaranteed by the United States of America which are backed by the full faith and credit of the United States of America;

 

(ii)         (a) demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days must be rated “A-1+” by S&P) and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

 

(iii)         repurchase obligations with a term not to exceed thirty (30) days and with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;

 

(iv)         securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days must be rated “A-1+” by S&P), in each case at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;

 

(v)         commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) that is rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days must be rated “A-1+” by S&P), in each case at the time of such investment; and

 

(vi)         any money market funds rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, with respect to S&P, shares of a money market fund are rated “AAAm”), including any such fund managed or advised by the Trustee or any of its Affiliates;

 

provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a price greater than par.

 

ERISA:  The Employee Retirement Income Security Act of 1974, as amended.

 

ERISA-Qualifying Underwriting:  A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

 

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ERISA-Restricted Certificate:  The Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates that have not been the subject of an ERISA-Qualifying Underwriting, the Class B-4, Class B-5, Class R and Class LT-R Certificates and any Class A-1, Class A-2 or Class A-IO1 Certificate (or Class A-IO2, Class B-1, Class B-2 or Class B-3 Certificate that has been underwritten) that does not satisfy the applicable rating requirement under the Underwriter’s Exemption.

 

Escrow Account:  As defined in Section 1.01 of each Servicing Agreement.

 

Event of Default:  Any one of the conditions or circumstances enumerated in Section 6.14.

 

Exception Report:  As defined in the Custodial Agreement.

 

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 

Fannie Mae:  Fannie Mae or any successor thereto.

 

FDIC:  The Federal Deposit Insurance Corporation or any successor thereto.

 

FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.

 

Fitch:  Fitch Ratings, Inc., or any successor in interest.

 

Form 8-K Disclosure Information:  As defined in Section 6.21(c)(i).

 

Freddie Mac:  Freddie Mac, or any successor thereto.

 

Holder or Certificateholder:  The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Trustee, the Master Servicer, the Securities Administrator or a Servicer, or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to take such action or effect such consent has been obtained, and, in determining whether the Trustee shall be protected in taking such action or in relying upon such consent, only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be disregarded.  The Trustee, the Certificate Registrar and the Securities Administrator may request and conclusively rely on certifications by the Master Servicer, the Securities Administrator or a Servicer in determining whether any Certificates are registered to an Affiliate of the Master Servicer, the Securities Administrator or a Servicer.

 

HUD:  The United States Department of Housing and Urban Development, or any successor thereto.

 

Independent:  When used with respect to any Accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation S-X.  When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any Affiliate of such other Person, and (c) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

Insurance Policy:  With respect to any Mortgage Loan, any insurance policy, including all names and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

 

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Insurance Proceeds:  Proceeds paid by any Insurance Policy (excluding proceeds required to be applied to the restoration and repair of the related Mortgaged Property or released to the Mortgagor), in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

 

Insured Expenses:  Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

 

Interest Distribution Amount:  For each Class of Certificates on any Distribution Date, the Current Interest for such Class as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Shortfalls, which shall be allocated to each Class on a pro rata basis based on the amount of Current Interest payable to each such Class.  

 

Interest-Only Certificates:  The Class A-IO and Class A-IO2 Certificates.

 

Interest Shortfall:  As to any Class of Certificates and any Distribution Date, the amount by which (i) the Interest Distribution Amount for such Class on all prior Distribution Dates exceeds (ii) amounts distributed in respect of interest to such Class on prior Distribution Dates.

  

Item 1123 Certificate:  As defined in Section 6.22.

 

KBRA:  Kroll Bond Rating Agency, Inc., or any successor in interest.

 

Latest Possible Maturity Date:  The Distribution Date occurring in June 2043.

 

Liquidated Mortgage Loan:  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) as to which, prior to the close of business on the Business Day immediately preceding the Due Date, the applicable Servicer has determined that all recoverable Liquidation Proceeds and Insurance Proceeds have been received.

 

Liquidation Proceeds:  All cash amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other net proceeds received in connection with the disposition of an REO Property.

 

Loan-To-Value Ratio:  With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property.

 

Lower-Tier Interest:  Any one of the interests in the Lower-Tier REMIC as described in the Preliminary Statement to this Agreement.

 

Lower-Tier REMIC:  As described in the Preliminary Statement to this Agreement.

 

LT-R Interest:  The residual interest in the Lower-Tier REMIC, as described in the Preliminary Statement to this Agreement.

 

Master Servicer:  Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States in its capacity as Master Servicer and any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor master servicer.

 

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Master Servicer Compensating Interest Payment:  As to any Distribution Date and the Master Servicer, the lesser of (1) the Master Servicing Fee for such date and (2) any Prepayment Interest Shortfalls for such date (to the extent such Prepayment Interest Shortfalls are required to be paid but are not actually paid by the Servicers (other than Cenlar FSB) or the Servicing Administrator as a Servicer Compensating Interest Payment).

 

Master Servicing Fee:  With respect to any Distribution Date, an amount equal to the product of one-twelfth of the Master Servicing Fee Rate and the Stated Principal Balance of each Mortgage Loan as of the first day of the related Due Period.

 

Master Servicing Fee Rate:  0.0188% per annum.

 

Master Servicing Transfer Costs:  All reasonable costs and expenses incurred by the Trustee in connection with the appointment of a successor master servicer and the transfer of master servicing from a predecessor master servicer, including, without limitation, any reasonable costs or expenses associated with the identification and engagement of a successor master servicer, the documentation of the assumption of master servicing by the successor master servicer, the complete transfer of all master servicing data and the completion, correction or manipulation of such master servicing data as may be required by the Trustee or the successor master servicer to correct any errors or insufficiencies in the master servicing data or otherwise to enable the Trustee or other successor master servicer to master service the Mortgage Loans properly and effectively.

 

Moody’s:  Moody’s Investors Service, Inc., or any successor in interest.

 

Mortgage:  A mortgage, deed of trust or other instrument creating a first lien on, or first priority ownership interest in, an estate in fee simple in real property securing a Mortgage Note, together with improvements thereto.

 

Mortgage Documents:  With respect to each Mortgage Loan, the mortgage documents required to be delivered to the Custodian pursuant to the Custodial Agreement.

 

Mortgage Loan:  A Mortgage and the related Mortgage Note or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Trustee pursuant to Section 2.01 (including any Qualified Substitute Mortgage Loan and REO Property), including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.

 

Mortgage Loan Purchase and Sale Agreement:  The mortgage loan purchase and sale agreement, dated as of May 23, 2013, between the Seller and the Depositor.

 

Mortgage Loan Schedule:  The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended by the Depositor or the Servicers from time to time to reflect the addition of Qualified Substitute Mortgage Loans to, or the deletion of Deleted Mortgage Loans from, the Trust Fund. 

 

Mortgage Note:  The original executed note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.

  

Mortgaged Property:  The underlying property securing a Mortgage Loan which, with respect to a Cooperative Loan, is the related Cooperative Shares and Proprietary Lease.

 

Mortgage Rate:  As to any Mortgage Loan and any Distribution Date, the annual rate of interest borne by the related Mortgage Note as of the related Due Date, taking into account any Servicing Modification or other amendments to the Mortgage Note.

 

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Mortgagor:  The obligor on a Mortgage Note.

 

Net Liquidation Proceeds:  With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property, the related Liquidation Proceeds net of Advances, Servicing Advances, related Servicing Fees, Trustee Fees and/or Master Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

 

Net Mortgage Rate:  With respect to any Mortgage Loan and any Distribution Date, the related Mortgage Rate as of the Due Date in the month preceding the month of such Distribution Date reduced by the Aggregate Expense Rate.

 

Net Prepayment Interest Shortfall:  With respect to any Mortgage Loan and any Distribution Date, the amount by which any Prepayment Interest Shortfall for the related Due Period exceeds the amount of Master Servicer Compensating Interest Payment paid by the Master Servicer and Servicer Compensating Interest Payment paid by the applicable Servicer (other than Cenlar FSB) and/or the Servicing Administrator in respect of such shortfall for such Due Period.

  

Net WAC Rate:  With respect to any Distribution Date, an annual rate, expressed as a percentage, equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period, minus (a) a fraction, the numerator of which equals the amount of any fees, charges and other costs, including indemnification amounts and costs of arbitration (other than the Trustee Fee, the Master Servicing Fee and amounts required to be paid by the Master Servicer from the Master Servicing Fee) paid or reimbursed to the Master Servicer, the Securities Administrator and the Trustee from the Trust Fund under this Agreement and the Custodian under the Custodial Agreement during the prior calendar month, that are subject to an aggregate maximum amount of $300,000 annually, and the denominator of which equals the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by (b) twelve.

 

Non-Book-Entry Certificate:  Any Certificate other than a Book-Entry Certificate.

 

Non-permitted Foreign Holder:  As defined in Section 3.03(f).

 

Nonrecoverable Advance:  Any portion of an Advance or Servicing Advance previously made or proposed to be made by the Master Servicer, a Servicer (other than Cenlar FSB) and/or the Servicing Administrator (as certified in an Officer’s Certificate of the Master Servicer, a Servicer (other than Cenlar FSB) and/or the Servicing Administrator, as applicable), which in the good faith judgment of such party, shall not be ultimately recoverable by such party from the related Mortgagor, related Liquidation Proceeds or otherwise.

 

Non-Upper-Tier REMIC:  As defined in Section 10.01(d).

 

Non-U.S. Person:  Any person other than a “United States person” within the meaning of Section 7701(a)(30) of the Code.

 

Notional Amount or Certificate Notional Amount:  With respect to an Interest-Only Certificate and any Distribution Date, such Certificate’s Percentage Interest of the Class Notional Amount of such Class of Certificates for such Distribution Date.

 

NRSRO:  Any nationally recognized statistical rating organization for purposes of Rule 17g-5 under the Exchange Act.

 

NRSRO Certification:  A certification in the form of Exhibit O hereto.

 

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Officer’s Certificate:  (a) With respect to the Depositor, a certificate signed by two Authorized Officers of the Depositor, (b) with respect to the Master Servicer or the Securities Administrator, a certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of the Master Servicer or the Securities Administrator, (c) with respect to a Servicer, a certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries of a Servicer, or any other duly authorized officers or agents of a Servicer and (d) with respect to the Servicing Administrator, a certificate signed by an Authorized Officer of the Servicing Administrator, and in each case delivered to the Trustee, the Securities Administrator or the Master Servicer, as required hereby.

 

Opinion of Counsel:  A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, the Securities Administrator or the Master Servicer, as required hereby, and who may be in-house or outside counsel to the Depositor, the Master Servicer, the Securities Administrator or the Trustee but which must be Independent outside counsel with respect to any such opinion of counsel concerning the transfer of any Residual Certificate or concerning certain matters with respect to ERISA or the taxation, or the federal income tax status, of each REMIC.

 

Original Applicable Credit Support Percentage:  With respect to each Class of Subordinate Certificates, the related Applicable Credit Support Percentage as of the Closing Date, which shall be equal to the corresponding approximate percentage set forth in the table below opposite its Class designation:

 

Class B-1   6.55%
Class B-2   4.75%
Class B-3   3.05%
Class B-4   1.60%
Class B-5   1.05%

 

Original Subordinate Class Principal Amount:  The aggregate of the Class Principal Amounts of the Classes of Subordinate Certificates as of the Closing Date.

 

Originator:  Each of 1st Security Bank of Washington, Academy Mortgage Corporation, Amegy Mortgage Company, L.L.C., American Pacific Mortgage Corporation, Banner Bank, Bay Equity, LLC, Benchmark Bank, Boston Private Bank & Trust Company, Castle & Cooke Mortgage, LLC, Cherry Creek Mortgage Co., Inc., Cobalt Mortgage, Inc., Cole Taylor Bank, Colonial Savings, F.A., Cornerstone Home Lending, Inc., f/k/a/ Cornerstone Mortgage Company, DHI Mortgage Company, Ltd., Embrace Home Loans, Inc., Evergreen Moneysource Mortgage Company dba Evergreen Home Loans, Fairway Independent Mortgage Corporation, Fidelity Bank dba Fidelity Bank Mortgage, First Choice Loan Services, Inc., FirstBank, First Republic Bank, Flagstar Capital Markets Corporation, Franklin American Mortgage Company, Fremont Bank, George Mason Mortgage, LLC, GFI Mortgage Bankers, Incorporated, GuardHill Financial Corporation, Guild Mortgage Company, Leader Bank, N.A., Megastar Financial Corporation, Michigan Mutual, Incorporated, Mortgage Master, Inc., Paramount Equity Mortgage, Perl Mortgage, Incorporated, Plaza Home Mortgage, Incorporated, PHH Mortgage Corporation, Potomac Mortgage Group, Inc., Primary Residential Mortgage, Inc., PrimeLending, a PlainsCapital Company, Prospect Mortgage, LLC, Provident Savings Bank, Renasant Bank, Residential Finance Corporation, RMR Fniancial, LLC, Sandy Spring Bank, SCBT, Shea Mortgage Inc., Simonich Corporation, dba BOC Mortgage, Sterling Savings Bank, Stifel Bank and Trust, Everett Financial, Inc. DBA Supreme Lending, Susquehanna Bank, The Lending Partners, LLC, Total Mortgage Services, LLC, Umpqua Bank, United Shore Financial Services, LLC, W.R. Starkey Mortgage, LLP, Mortgage Access Corp. DBA Weichert Financial Services, Wintrust Mortgage, a division of Barrington Bank and Trust Company, N.A. or WJ Bradley Mortgage Capital LLC, each as seller under the related Purchase Agreement, and any successor thereto.

 

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Paying Agent:  Any paying agent appointed pursuant to Section 3.08.  The initial Paying Agent shall be the Securities Administrator under this Agreement.

 

Percentage Interest:  With respect to any Certificate, its percentage interest in the undivided beneficial ownership interest in the Trust Fund evidenced by all Certificates of the same Class as such Certificate.  With respect to any Certificate, other than an Interest-Only Certificate, if applicable, or the Class R Certificates and the Class LT-R Certificates, the Percentage Interest evidenced thereby shall equal the initial Certificate Principal Amount thereof divided by the initial Class Principal Amount of all Certificates of the same Class.  With respect to each of the Class R Certificates and the Class LT-R Certificates, the Percentage Interest evidenced thereby shall be as specified on the face thereof, or otherwise, be equal to 100%.  With respect to an Interest-Only Certificate, the Percentage Interest evidenced thereby shall equal its initial Notional Amount as set forth on the face thereof divided by the initial Class Notional Amount of such Class.

 

Person:  Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

Plan:  An employee benefit plan or other retirement arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or any entity whose underlying assets include “plan assets” of such plan or arrangement under the Plan Asset Regulations by reason of their investment in the entity.

 

Plan Asset Regulations:  The U.S. Department of Labor regulations set forth in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. 

 

Prepayment Interest Shortfall:  With respect to a Mortgage Loan and any Distribution Date, the amount by which interest paid by the related Mortgagor in connection with a Principal Prepayment on the Mortgage Loan is less than one month’s interest at the related Mortgage Rate on the Stated Principal Balance of that Mortgage Loan as of the preceding Distribution Date.

 

Prepayment Period:  With respect to full Principal Prepayments on any Mortgage Loan serviced by Cenlar FSB and (i) each Distribution Date other than the first Distribution Date, the period commencing on the 15th day of the month preceding the month in which the Distribution Date occurs through the 14th day of the month in which the Distribution Date occurs and (ii) the first Distribution Date, the period commencing May 1, 2013 through June 14, 2013. With respect to each Mortgage Loan serviced by First Republic Bank and for partial Principal Prepayments on any Mortgage Loan serviced by Cenlar FSB and any Distribution Date, the calendar month preceding the month in which the Distribution Date occurs. With respect to any Mortgage Loan serviced by PHH Mortgage Corporation and any Distribution Date, the period commencing on the second day of the month preceding the month in which the related Distribution Date occurs through the first day of the month in which the related Distribution Date occurs.

 

Primary Mortgage Insurance Policy:  Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

 

Principal Distribution Amount:  With respect to any Distribution Date, the sum of (a) the principal portion of each Scheduled Payment (before taking into account any Deficient Valuations or Debt Service Reductions) due on the related Due Date, whether or not received, (b) the principal portion of each Principal Prepayment made by a Mortgagor during the related Prepayment Period; (c) the principal portion of each other unscheduled collection, including any Subsequent Recoveries, Insurance Proceeds and Net Liquidation Proceeds (other than with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the related Prepayment Period) received during the related Prepayment Period; (d) that portion of the Repurchase Price representing principal of any Mortgage Loans repurchased by an Originator or the Seller in accordance with a Purchase Agreement or by the Seller in accordance with Section 2.04 herein, in each case to the extent received during the related Prepayment Period; (e) the principal portion of any related Substitution Amount received during the related Prepayment Period; and (f) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Article VII hereof, that portion of the Clean-up Call Price in respect of principal.

 

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Principal Forbearance Amount:  With respect to a Mortgage Loan that was the subject of a Servicing Modification, the amount of principal of the Mortgage Loan, if any, that has been deferred and that does not accrue interest.

 

Principal Prepayment: Any full or partial payment or other recovery of principal on a Mortgage Loan that is received in advance of its scheduled Due Date and that 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.

 

Proceeding:  Any suit in equity, action at law or other judicial or administrative proceeding.

 

Proprietary Lease:  With respect to any Cooperative Property, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

 

Prospectus:  The prospectus supplement dated May 22, 2013 and the accompanying prospectus dated April 24, 2013, relating to the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, together with any supplement thereto.

 

Purchase Agreement: Each agreement listed on Exhibit H-1, as amended or supplemented from time to time as permitted thereunder and as modified by the related Acknowledgment.

 

Qualified Appraiser:  With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

 

Qualified Substitute Mortgage Loan:  A mortgage loan substituted by an Originator or the Seller, as applicable, for a Deleted Mortgage Loan in accordance with the applicable Purchase Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable, which must, on the date of such substitution, (a) have an outstanding principal balance, after deduction of all scheduled payments due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall will be paid by the Originator or the Seller, as applicable, and distributed to Trust Fund in the month of substitution), (b) have a Mortgage Rate not less than, and not more than one percentage point greater than, the Mortgage Rate of the Deleted Mortgage Loan, (c) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (d) have a Loan-to-Value Ratio at origination no greater than that of the Deleted Mortgage Loan and (e) comply as of the date of substitution with each representation and warranty relating to the Mortgage Loans set forth in the applicable Purchase Agreement.

 

Rating Agency:  Each of Fitch, KBRA and S&P; provided, however, that references to a “Rating Agency” as used in the definition of “Eligible Account” and “Eligible Investments” shall not include KBRA unless KBRA rates the applicable entity or investment.

 

Rating Agency Information:  The notices, information, reports, certifications and oral and written statements required to be provided to each Rating Agency pursuant to this Agreement or Rule 17g-5 under the Exchange Act.

 

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Realized Loss:  (a) With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan plus accrued interest) as of the date of such liquidation, equal to (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the Due Date as to which interest was last paid by the borrower to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Net Liquidation Proceeds received during the month in which such liquidation occurred, to the extent not previously applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan;

 

(b) with respect to each Mortgage Loan that has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation;

 

(c) with respect to each Mortgage Loan that has been the subject of a Servicing Modification, any principal due on the Mortgage Loan that has been written off by the related Servicer and any Principal Forbearance Amount; and

 

(d) with respect to each Class of Certificates, the amount by which the Class Principal Amount is reduced as a result of clauses (a), (b) or (c) above.

 

Reconciled Market Value:  The estimated market value of a Mortgaged Property or REO Property as reasonably determined by the applicable Servicer based on different results obtained from different permitted valuation methods or at different time periods, all in accordance with such Servicer's customary servicing procedures.

 

Record Date:  With respect to any Distribution Date, the last Business Day of the month preceding the month of such Distribution Date.

 

Refinancing Mortgage Loan:  Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

 

Regulation AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarifications and interpretations as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

 

Relevant Servicing Criteria:  The Servicing Criteria applicable to each party, as set forth on an exhibit to each Servicing Agreement and Exhibit K hereto.  Multiple parties can have responsibility for the same Relevant Servicing Criteria.  With respect to a Servicing Function Participant engaged by the Master Servicer, the Securities Administrator or any Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

 

Relief Act Shortfalls:  With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Civil Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

 

REMIC:  Each pool of assets in the Trust Fund designated as a REMIC as described in the Preliminary Statement to this Agreement.

 

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REMIC Provisions:  The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of the Code, and related provisions, and regulations, including proposed regulations and rulings, and administrative pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

 

REO Property:  A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC Provisions.

 

Reportable Event:  As defined in Section 6.21(c)(i).

 

Reporting Servicer:  As defined in Section 6.21(b)(i).

 

Repurchase Price: With respect to any Mortgage Loan and the applicable Originator, the “Repurchase Price” as defined in the applicable Purchase Agreement or Servicing Agreement or in the case of the Seller, the “Repurchase Price” as defined in the Mortgage Loan Purchase and Sale Agreement.

 

Residual Certificate:  The Class LT-R Certificates and the Class R Certificates.

 

Responsible Officer:  With respect to any party, any officer in the corporate trust, servicing or master servicing department or similar group of such party with direct responsibility for the administration of this Agreement and also, with respect to a particular matter related to this transaction, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

 

Restricted Certificate: Any Class B-4, Class B-5, Class R or Class LT-R Certificate.

 

Rule 15Ga-1 Information: As defined in Section 4.04(a).

 

Rule 17g-5 Information Provider: The Securities Administrator.

 

Rule 17g-5 Website:  The website maintained by the Securities Administrator pursuant to Section 4.03.

 

S&P:  Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor in interest.

 

Scheduled Payment:  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified in the applicable Servicing Agreement, shall give effect to any related Debt Service Reduction, any Deficient Valuation and any Servicing Modification that affects the amount of the monthly payment due on such Mortgage Loan.

 

Securities Act:  The Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

Securities Administrator:  Wells Fargo Bank, N.A., not in its individual capacity but solely as Securities Administrator, or any successor in interest, or if any successor Securities Administrator shall be appointed as herein provided, then such successor Securities Administrator. Wells Fargo Bank, N.A. shall act as Securities Administrator for so long as it is Master Servicer under this Agreement.

 

Seller:  Redwood Residential Acquisition Corporation, a Delaware corporation.

 

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Senior Certificate:  Any one of the Class A-1, Class A-2, Class A-IO1 and Class A-IO2 Certificates, as applicable.

 

Senior Percentage:  With respect to each Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Amount of the Class A-1 and Class A-2 Certificates prior to any distributions of principal, allocations of Realized Losses or allocations of Certificate Writedown Amounts on such Distribution Date, and the denominator of which is the Aggregate Stated Principal Balance of all of the Mortgage Loans as of the preceding Distribution Date.

 

Senior Prepayment Percentage:  With respect to any Distribution Date occurring before the Distribution Date in June 2018, 100%.  Except as provided herein, the Senior Prepayment Percentage for any Distribution Date occurring in or after June 2018 shall be as follows:

 

(i) in or after June 2018 to and including May 2019, the Senior Percentage plus 70% of the Subordinate Percentage for that Distribution Date;

 

(ii) in or after June 2019 to and including May 2020, the Senior Percentage plus 60% of the Subordinate Percentage for that Distribution Date;

 

(iii) in or after June 2020 to and including May 2021, the Senior Percentage plus 40% of the Subordinate Percentage for that Distribution Date;

 

(iv) in or after June 2021 to and including May 2022, the Senior Percentage plus 20% of the Subordinate Percentage for that Distribution Date; and

 

(v) in or after June 2022, the Senior Percentage for that Distribution Date;

 

provided, however, that there shall be no reduction in the Senior Prepayment Percentage (other than as a result of a reduction of the Senior Percentage) on any Distribution Date unless the Step-Down Test is satisfied; and provided, further, that if on any such Distribution Date on or after the Distribution Date in June 2018, the Senior Percentage exceeds the initial Senior Percentage, the Senior Prepayment Percentage for that Distribution Date shall again equal 100%.

 

If on any Distribution Date the allocation to the Class A-1 and Class A-2 Certificates of Principal Prepayments and other amounts in the percentage required above would reduce the aggregate Class Principal Amount of such Classes of Certificates to below zero, the Senior Prepayment Percentage of those amounts for such Distribution Date shall be limited to the percentage necessary to reduce the aggregate Class Principal Amount of such Classes of Certificates to zero.

 

Senior Principal Distribution Amount:  With respect to the Mortgage Loans and any Distribution Date, the sum of:

 

(1)           the Senior Percentage of all amounts described in clause (a) of the definition of “Principal Distribution Amount” for that Distribution Date;

 

(2)           the Senior Prepayment Percentage of the amounts described in clauses (b), (c), (d), (e) and (f) of the definition of “Principal Distribution Amount”;

 

(3)           with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the related Prepayment Period, the lesser of:

 

(x)           Net Liquidation Proceeds allocable to principal received with respect to that Mortgage Loan; and

 

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(y)           the Senior Prepayment Percentage of the Stated Principal Balance of that Mortgage Loan; and

 

(4)          any amounts described in clauses (1) through (3) above that remain unpaid with respect to the Senior Certificates from prior Distribution Dates;

 

provided, however, that

 

(A)if on any Distribution Date the allocation to the Class A-1 and Class A-2 Certificates of the Senior Principal Distribution Amount would reduce the aggregate Class Principal Amount of those Certificates to below zero, the distribution to such Classes of Certificates of the Senior Principal Distribution Amount for such Distribution Date shall be limited to the amount necessary to reduce the aggregate Class Principal Amount of such Classes of Certificates to zero;

 

(B)until the aggregate Class Principal Amount of the Class A-1 and Class A-2 Certificates is reduced to zero, if on any Distribution Date the aggregate of the Class Principal Amounts of the Subordinate Certificates is less than or equal to 1.15% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the Senior Principal Distribution Amount for such Distribution Date and each succeeding Distribution Date will include all principal collections on the Mortgage Loans distributable on that Distribution Date, and the Subordinate Principal Distribution Amount will be zero; and

 

(C)until the aggregate Class Principal Amount of the Class A-1 and Class A-2 Certificates is reduced to zero, if on any Distribution Date, the Subordinate Percentage for such Distribution Date is less than 6.55%, the Senior Principal Distribution Amount for such Distribution Date will include all principal collections on the Mortgage Loans distributable on that Distribution Date, and the Subordinate Principal Distribution Amount will be zero.

 

Servicer:  Each Servicer under a Servicing Agreement.

 

Servicer Compensating Interest Payment:  As to any Distribution Date and any Servicer (other than Cenlar FSB) and the Servicing Administrator, the lesser of (1) the Servicing Fee for such Servicer (other than Cenlar FSB) or the aggregate of Cenlar FSB’s Servicing Fee and the Servicing Administrator Fee (in the case of the Servicing Administrator) for such date and (2) any Prepayment Interest Shortfalls with respect to any Mortgage Loans serviced by such Servicer (or in the case of the Servicing Administrator, the Mortgage Loans serviced by Cenlar FSB) for such date.

 

Servicer Remittance Date:  As to any Mortgage Loan serviced by Cenlar FSB, the 20th day of each calendar month or, if such 20th day is not a Business Day, the next succeeding Business Day, and as to any Mortgage Loan serviced by First Republic Bank, the 18th day of each calendar month or, if such 18th day is not a Business Day, the next succeeding Business Day, in each case commencing in June 2013.

 

Servicing Administrator: Redwood Residential Acquisition Corporation, as servicing administrator under the Cenlar FSB Servicing Agreement.

 

Servicing Administrator Fee:  As to any Distribution Date and each Mortgage Loan serviced by Cenlar FSB, an amount equal to the difference, if positive, between the Servicing Fee with respect to such Mortgage Loan and the servicing compensation payable to Cenlar FSB under the Servicing Agreement.

 

Servicing Advances:  As defined in the applicable Servicing Agreement.

 

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Servicing Agreement:  Each agreement listed on Exhibit H-2, as amended or supplemented from time to time as permitted thereunder and as modified by the related Acknowledgment.

 

Servicing Criteria:  The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.

 

Servicing Fee:  As to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period. The Servicing Fee payable with respect to the Mortgage Loans serviced by Cenlar FSB will be allocated by Cenlar FSB between the Servicing Administrator and Cenlar FSB as provided in the Servicing Agreement.

 

Servicing Fee Rate:   A per annum rate equal to 0.25% or such other rate as may be agreed to by the Master Servicer pursuant to Section 9.01(b) of this Agreement and the related Servicing Agreement; provided that, with respect to each Mortgage Loan serviced by First Republic Bank, the Servicing Fee Rate will be increased by the amount of any increase in the Mortgage Rate for any such Mortgage Loan pursuant to the terms of the related Mortgage Note due to the termination of an automatic debit or direct deposit account; provided further, that the Master Servicer shall have no obligation to confirm or verify any such increase in the Servicing Fee Rate for any such Mortgage Loan serviced by First Republic Bank.

 

Servicing Function Participant:  Any Subservicer or Subcontractor, other than a Servicer, the Servicing Administrator, the Master Servicer, the Securities Administrator or the Trustee, that is participating in the servicing function within the meaning of Regulation AB, unless such Person’s activities relate only to 5% or less of the Mortgage Loans.

 

Servicing Modification:  Any reduction of the Mortgage Rate on or the outstanding principal balance of a Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, any increase to the Stated Principal Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and other amounts owing under the Mortgage Loan, any Principal Forbearance Amount and any other modification, in each case pursuant to a modification of a Mortgage Loan that is in default or for which, in the judgment of the Servicer of such Mortgage Loan, default is reasonably foreseeable in accordance with the Servicing Agreement.

 

Servicing Officer:  Any officer of a Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Master Servicer by such Servicer on the Closing Date pursuant to the related Servicing Agreement, as such list may from time to time be amended.

 

Sponsor: RWT Holdings, Inc., a Delaware corporation.

 

Startup Day:  The day designated as such pursuant to Section 10.01(b) hereof.

 

Stated Principal Balance:  As to any Mortgage Loan and date of determination, the unpaid principal balance of such Mortgage Loan as of the most recent Due Date as determined by the amortization schedule for the Mortgage Loan at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous Servicing Modification, Principal Prepayments and related Liquidation Proceeds allocable to principal and to the payment of principal due on such Due Date (but not unscheduled Principal Prepayments received on such Due Date) and irrespective of any delinquency in payment by the related Mortgagor. For the avoidance of doubt, the Stated Principal Balance of any Mortgage Loan that has been prepaid in full or has become a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.

 

Step-Down Test:  As to any Distribution Date, the test will be satisfied if both of the following conditions are met:

 

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First, the aggregate outstanding principal balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in foreclosure, REO Property or bankruptcy status) and all Mortgage Loans subject to a Servicing Modification within the twelve months prior to that Distribution Date, averaged over the preceding six month period, as a percentage of the aggregate Class Principal Amount of the Subordinate Certificates on such Distribution Date (without giving effect to any payments on such Distribution Date), does not equal or exceed 50%; and

 

Second, cumulative Realized Losses with respect to the Mortgage Loans plus, with respect to any Mortgage Loans that have been the subject of a Servicing Modification, any interest due on such Mortgage Loans that has been written off by the related Servicer, do not exceed (a) with respect to each Distribution Date occurring in the period from June 2018 to and including May 2019, 20% of the Original Subordinate Class Principal Amount, (b) with respect to each Distribution Date occurring in the period from June 2019 to and including May 2020, 25% of the Original Subordinate Class Principal Amount, (c) with respect to each Distribution Date occurring in the period from June 2020 to and including May 2021, 30% of the Original Subordinate Class Principal Amount, (d) with respect to each Distribution Date in the period from June 2021 to and including May 2022, 35% of the Original Subordinate Class Principal Amount and (e) with respect to the Distribution Date occurring in June 2022 and thereafter, 40% of the Original Subordinate Class Principal Amount.

  

Subcontractor:  Any vendor, subcontractor or other Person that is not responsible for the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of a Servicer (or a Subservicer of a Servicer), the Master Servicer or the Securities Administrator.

 

Subordinate Certificate:  Any of the Class B-1, Class B-2, Class B-3, Class B-4 or Class B-5 Certificates.

 

Subordinate Class Percentage: As to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the Class Principal Amount of such Class on such date, and the denominator of which is the aggregate of the Class Principal Amounts of all Classes of Subordinate Certificates on such date.

 

Subordinate Percentage:  With respect to any Distribution Date, the difference between 100% and the Senior Percentage for such Distribution Date. The initial Subordinate Percentage is 6.55%.

  

Subordinate Prepayment Percentage:  With respect to any Distribution Date, the difference between 100% and the Senior Prepayment Percentage for that Distribution Date.

 

Subordinate Principal Distribution Amount:  With respect to any Distribution Date and the Mortgage Loans, an amount equal to the sum of:

 

(1)           the Subordinate Percentage of all amounts described in clause (a) of the definition of “Principal Distribution Amount” for that Distribution Date;

 

(2)           the Subordinate Prepayment Percentage of all amounts described in clauses (b), (c), (d), (e) and (f) of the definition of “Principal Distribution Amount” for that Distribution Date; and

 

(3)           with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the related Prepayment Period, the amount of the Net Liquidation Proceeds allocated to principal received with respect thereto remaining after application thereof pursuant to clause (3) of the definition of “Senior Principal Distribution Amount” for that Distribution Date; and

 

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(4)           any amounts described in clauses (1) through (3) above for any previous Distribution Date that remain unpaid.

 

Notwithstanding the above, with respect to any Class of Subordinate Certificates (other than the Class B-1 Certificates), if on any Distribution Date the sum of the Class Subordination Percentage of such Class and the aggregate Class Subordinate Percentages of all Classes of Subordinate Certificates which have lower payment priorities than that Class is less than the Original Applicable Credit Support Percentage for that Class, no distribution of principal will be made to any such Classes on such Distribution Date. Instead, the Subordinate Principal Distribution Amount on that Distribution Date will be allocated among the more senior Classes of Subordinate Certificates, pro rata, based on their respective Class Principal Amounts.

 

Notwithstanding the above, with respect to each Class of Subordinate Certificates (other than the Class B-1 Certificates), if on any Distribution Date the Class Principal Amount of that Class and the aggregate of the Class Principal Amounts of all Classes of Subordinate Certificates that have a lower payment priority than that Class is less than or equal to 1.15% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the portion of the Subordinate Principal Distribution Amount otherwise distributable to such Class or Classes on such Distribution Date and each succeeding Distribution Date will be allocated among the Subordinate Certificates with a higher payment priority then entitled to principal, pro rata, based on their respective Class Principal Amounts and any remaining Subordinate Principal Distribution Amount will be included in the Senior Principal Distribution Amount for such Distribution Date.

 

Until the aggregate Class Principal Amount of the Class A-1 and Class A-2 Certificates is reduced to zero, if on any Distribution Date the aggregate of the Class Principal Amounts of the Subordinate Certificates is less than or equal to 1.15% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the Senior Principal Distribution Amount on such Distribution Date and each succeeding Distribution Date will include all principal collections on the Mortgage Loans distributable on that Distribution Date, and the Subordinate Principal Distribution Amount will be zero.

 

In addition, until the aggregate Class Principal Amount of the Class A-1 and Class A-2 Certificates is reduced to zero, if on any Distribution Date the Subordinate Percentage for such Distribution Date is less than 6.55%, the Senior Principal Distribution Amount for such Distribution Date will include all principal collections on the Mortgage Loans distributable on that Distribution Date, and the Subordinate Principal Distribution Amount will be zero.

 

Subsequent Recovery:  Any amount recovered by a Servicer (i) with respect to a Liquidated Mortgage Loan (after reimbursement of any unreimbursed Advances or expenses relating to such Liquidated Mortgage Loan as well as any other previously Liquidated Mortgage Loans) with respect to which a Realized Loss was incurred after the liquidation or disposition of such Mortgage Loan or (ii) as a Principal Forbearance Amount.

 

Subservicer:  Any Person that (i) services Mortgage Loans on behalf of any Servicer, and (ii) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions that are identified in Item 1122(d) of Regulation AB required to be performed under this Agreement, any related Servicing Agreement or any sub-servicing agreement.

 

Substitution Amount:  For any month in which an Originator or the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans pursuant to a Purchase Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable, the amount by which the aggregate Repurchase Price of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Qualified Substitute Mortgage Loans, together with one month's interest at the applicable Net Mortgage Rate.

 

Tax Matters Person:  With respect to each of the Lower Tier REMIC and the Upper Tier REMIC, the “tax matters person” as specified in the REMIC Provisions which shall initially be the party described as such in Section 10.01(k).

 

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TIA:  The Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder.

 

TIA Applicability Determination: A determination by the Depositor, of which it informs the Trustee, that the TIA applies to this Agreement or that qualification under the TIA or any similar federal statute is required.

 

Trust Fund:  As defined in Section 2.01 herein.

 

Trustee:  Wilmington Trust, National Association, not in its individual capacity but solely as Trustee, or any successor in interest, or if any successor trustee or any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee, as the case may be.

 

Trustee Credit Files:  With respect to each Mortgage Loan, the electronic images of certain Mortgage Documents to be retained in the custody and possession of the Trustee or the Custodian on behalf of the Trustee pursuant to the Custodial Agreement.

 

Trustee Fee:  With respect to any Distribution Date, an amount equal to the product of one-twelfth of the Trustee Fee Rate and the Stated Principal Balance of each Mortgage Loan as of the first day of the related Due Period.

 

Trustee Fee Rate:  0.0012% per annum.

 

Trustee Mortgage Files:  With respect to each Mortgage Loan, the Mortgage Documents to be retained in the custody and possession of the Trustee or the Custodian on behalf of the Trustee pursuant to the Custodial Agreement.

 

UCC:  The Uniform Commercial Code as enacted in any applicable jurisdiction from time to time.

  

Underwriter:  RBS Securities Inc.

 

Underwriter’s Exemption:  Prohibited Transaction Exemption (“PTE”) 90-59, as amended or any substantially similar administrative exemption granted by the U.S. Department of Labor to the Underwriter.

 

Underwriting Agreement:  The Underwriting Agreement, dated May 21, 2013, among the Seller, the Depositor, Redwood Trust, Inc. and the Underwriter.

 

Upper-Tier REMIC:  As described in the Preliminary Statement to this Agreement.

 

Voting Interests:  The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement.  At all times during the term of this Agreement, 98.00% of all Voting Interests shall be allocated to the Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates in proportion to their respective Certificate Principal Amounts.  At all times during the term of this Agreement, 1.00% of all Voting Interests shall be allocated to the Class A-IO1 Certificates and 1.00% of all Voting Interests shall be allocated to the Class A-IO2 Certificates.  Voting Interests shall be allocated among the Certificates of each Class based on their Percentage Interests and no Certificate with a principal amount equal to zero will have any voting rights.  The Class R Certificates and Class LT-R Certificate shall not have any voting rights.

 

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Section 1.02         Calculations Respecting Mortgage Loans.

 

Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the Master Servicer.  The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or a Servicer.

 

ARTICLE II

 

DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

 

Section 2.01         Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.

 

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian's review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b).

 

The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein.

 

Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and the Trustee Credit Files, the release of Mortgage Documents, and the preparation and delivery of the certifications relating to the Trustee Mortgage Files and the Trustee Credit Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity.

 

In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee's behalf, the Trustee Mortgage Files and the Trustee Credit Files.

 

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Section 2.02         Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund

 

(a)           The Trustee, by execution and delivery hereof and the below-referenced delivery to the Trustee of the Certification and Exception Report, acknowledges receipt by the Custodian on its behalf of the Trustee Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the Custodian on behalf of the Trustee in accordance with Section 3.2 of the Custodial Agreement and the exceptions set forth on the Exception Report.  The Custodian, on behalf of the Trustee, will execute and deliver to the Trustee and the Depositor a Certification and Exception Report on the Closing Date in the forms required by the Custodial Agreement.

 

The Trustee, by execution and delivery hereof and the below-referenced delivery to the Trustee of the Credit File Certification and the Credit File Exception Report, acknowledges receipt by it (or by the Custodian on its behalf) of the Trustee Credit Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the Custodian on behalf of the Trustee in accordance with Section 3A.2 of the Custodial Agreement and the exceptions set forth on the Credit File Exception Report.  The Custodian, on behalf of the Trustee, will execute and deliver to the Trustee and the Depositor a Credit File Certification and a Credit File Exception Report on the Closing Date in the respective forms required by the Custodial Agreement.

 

(b)           Within 270 days after the Closing Date, the Custodian, on behalf of the Trustee, will, for the benefit of Holders of the Certificates, review each related Trustee Mortgage File and Trustee Credit File to ascertain that all required documents set forth in the Custodial Agreement have been received and appear on their face to conform with the requirements set forth in the Custodial Agreement.

 

(c)           Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Custodian or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.

 

(d)           Each of the parties hereto acknowledges that the Custodian shall perform the applicable review of the related Mortgage Loans and respective certifications as provided in the Custodial Agreement.

 

(e)           Upon execution of this Agreement, the Depositor hereby delivers to the Trustee and the Trustee acknowledges receipt of the Acknowledgements, together with the Purchase Agreements, the Servicing Agreements and the Mortgage Loan Purchase and Sale Agreement.

 

Section 2.03         Representations and Warranties of the Depositor.  

 

(a)           The Depositor hereby represents and warrants to the Trustee, for the benefit of the Certificateholders, and to the Master Servicer and the Securities Administrator, as of the Closing Date or such other date as is specified, that:

 

(i)           the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;

 

(ii)           the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor;

 

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(iii)           the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby 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 hereof;

 

(iv)           this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)           there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted, against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;

 

(vi)           immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;

 

(vii)          This Agreement creates either a sale or a valid and continuing security interest (as defined in the UCC), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor;

 

(viii)        The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC;

 

(ix)           Other than the security interest or ownership interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans.  The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated.  The Depositor is not aware of any judgment or tax lien filings against the Depositor;

 

(x)           None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and

 

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(xi)           The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee.

 

The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

 

Section 2.04         Discovery of Seller Breach; Repurchase of Mortgage Loans.

 

(a)           Pursuant to Section 2 of the Mortgage Loan Purchase and Sale Agreement, the Seller has (i) represented and warranted as of the Closing Date that, immediately prior to its transfer of Mortgage Loans under the Mortgage Loan Purchase and Sale Agreement, the Seller owned and had good, valid and marketable title to the Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person and (ii) made certain other representations and warranties with respect to the Mortgage Loans, and each of the Depositor and the Trustee intend that the Mortgage Loans (including any Qualified Substitute Mortgage Loans) included in the Trust Fund satisfy such representations and warranties.  The Depositor, for the benefit of the Trustee and the Certificateholders, hereby assigns any rights it has against the Seller with respect to such representations and warranties to the Trustee, and the Seller acknowledges that it has agreed to comply with the provisions of this Section 2.04 in respect of a breach of any of such representations and warranties.

 

It is understood and agreed that the representations and warranties set forth in Section 2 of the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the Trustee Mortgage Files and the Trustee Credit Files and the sale and assignment of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement.  Upon discovery by the Depositor or the Seller of the breach by the Seller of any representation or warranty under the Mortgage Loan Purchase and Sale Agreement in respect of any Mortgage Loan, which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”) (each of such parties hereby agreeing to give written notice thereof to the Trustee and the other of such parties), the Trustee, or its designee, shall promptly notify the Depositor in writing of such breach and request that the Depositor cure or cause the cure of such breach within 90 days from the earlier of the date that the Depositor discovered or was notified of such breach, and if the Depositor does not cure or cause the cure of such breach in all material respects during such period, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase and Sale Agreement to repurchase at the Repurchase Price or substitute that Mortgage Loan from the Trust Fund or, other than with respect to a breach of the representation and warranty as to good, valid and marketable title, make an indemnification payment with respect to such Mortgage Loan on or prior to the Determination Date following the expiration of such 90-day period; provided, however, that, in connection with any such breach that could not reasonably have been cured within such 90-day period, the Seller shall be required to repurchase or substitute or make an indemnification payment with respect to the Mortgage Loan no later than 120 days after its discovery or notice of such breach, and provided further, that, if such breach would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous provisions of this paragraph, the Seller shall be required to repurchase or substitute the Defective Mortgage Loan within 60 days from the date the defect was discovered and the Seller shall not have the option to make an indemnification payment with respect to such Mortgage Loan. Each determination as to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis. The Repurchase Price for the repurchased Mortgage Loan shall be deposited in the Distribution Account, and the Trustee, or its designee, upon receipt of written certification of such deposit, shall release to the Seller the related Trustee Mortgage File and Trustee Credit File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to the Trustee and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File and Trustee Credit File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose).  It is understood and agreed that the obligation of the Seller to cure, to cause the cure of or to repurchase or substitute or make an indemnification payment with respect to any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy against such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders. Costs and expenses incurred by the Trustee pursuant to this Section 2.04, to the extent not reimbursed by the Seller, shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

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(b)          The Seller indemnifies and holds the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Master Servicer, the Securities Administrator, the Depositor and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase and Sale Agreement, to the extent that any such action causes an Adverse REMIC Event.

 

Section 2.05         Obligations in Respect of Alleged Breach of Originator Representations and Warranties.

 

(a)         (i)         The Trustee shall be obligated to pursue an action against an Originator in respect of any alleged breach of a representation and warranty set forth in the applicable Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement upon its receipt of (1) (A) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Senior Certificates, for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement and (2) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee, and to provide any indemnification reasonably requested by the Trustee. The Trustee shall provide notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i), the Trustee shall seek reimbursement for its fees, costs and expenses from the applicable Originator under the terms of the related Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement if directed to do so by the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2) above. If the Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee shall pay such amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

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(ii)          In addition, if the Trustee receives written notice, from a Person in a position to have knowledge of the facts and circumstances stated in such notice, of any breach of a representation or warranty regarding a Mortgage Loan made by an Originator or the Seller, which would give rise to an obligation to cure such breach, or repurchase, substitute for or make an indemnification payment with respect to any related Mortgage Loan as described herein, then, unless a final and binding decision by an arbitrator has been issued with respect to such Mortgage Loan, the Trustee in reliance on such notice shall (i) demand that the applicable Originator or the Seller, if the Seller has such an obligation, cure such breach, or repurchase, substitute for or make an indemnification payment with respect to the related Mortgage Loan, and (ii) notify the Certificateholders of the Trustee’s receipt of such notice and of the Trustee’s submission of such demand. If the Originator or Seller, as applicable, responds to the demand within 60 days of the date of the demand, the Trustee will negotiate with such party so long as such party is pursuing negotiations in good faith. If the Originator or Seller does not respond within 60 days of the date of the demand, or if the demand is not resolved within 180 days of such date, then the Trustee will not be required to pursue further action in connection with such demand unless it has received (i) (a) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Senior Certificates, if there is a Controlling Holder under this Agreement or (b) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no longer a Controlling Holder under this Agreement and (ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee, and provide any indemnification reasonably requested by the Trustee. Prior to taking any action at the direction of Certificateholders, the Trustee will notify the Controlling Holder, if any. The Trustee shall seek to recover its fees, costs and expenses from the Originator under the terms of the applicable Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement if directed to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such fees, costs and expenses, it will be obligated to pay such amounts to such Certificateholders. To the extent not reimbursed by the Originator or the Seller, as applicable, or the fees, costs and expenses of applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

(b)         (i)         The Master Servicer shall promptly notify the Controlling Holder (if any) and the Trustee of each Mortgage Loan that becomes Delinquent for more than 120 days. The Controlling Holder (at its own expense) or, if there is no longer a Controlling Holder, the Trustee (at the expense of the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount), shall engage a third party to review each Mortgage Loan that has been Delinquent for more than 120 days, other than any such Mortgage Loan that was the subject of a previous arbitration proceeding under the related Purchase Agreement or under the Mortgage Loan Purchase and Sale Agreement, to review whether any breaches of the representations and warranties given by an Originator under the related Purchase Agreement have occurred or if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement. Such third party shall be a recognized third party with experience performing due diligence on residential mortgage loans and shall not be the same party that performed the pre-offering review of the Mortgage Loans. Any such review shall include, at a minimum, a review as to whether the Mortgage Loan was underwritten in accordance with the Originator's underwriting standards in effect at the time of origination, whether the Mortgage Loan was originated in accordance with all applicable laws and regulations, and whether any fraud may have occurred in connection with the origination of the Mortgage Loan. The third party shall report its findings and provide an attestation that its review and report have not been influenced or affected by interested parties. If, as a result of such review, there is evidence that a breach of a representation or warranty may have occurred requiring the Originator or the Seller to cure such breach, repurchase or substitute for or make an indemnification payment with respect to the related Mortgage Loan, then the Controlling Holder or the Trustee, as applicable, will enforce such obligation, including participating in an arbitration proceeding pursuant to the related Purchase Agreement or the Mortgage Loan Purchase and Sale Agreement, if necessary. If the Controlling Holder is the same entity as or an Affiliate of the party against which an enforcement action is to be taken, then the Trustee will enforce the remedy obligation of such party. If the Trustee is obligated to take such an action, the Trustee shall first (i) demand that the applicable Originator or the Seller, if the Seller has such an obligation, cure such breach, or repurchase, substitute for or make an indemnification payment with respect to the related Mortgage Loan, and (ii) notify the Certificateholders of the Trustee’s submission of such demand. If the Originator or Seller, as applicable, responds to the demand within 60 days of the date of the demand, the Trustee will negotiate with such party so long as such party is pursuing negotiations in good faith. If the Originator or Seller does not respond within 60 days of the date of the demand, or if the demand is not resolved within 180 days of such date, then the Trustee will not be required to pursue further action in connection with such demand unless it has received (i) (a) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Senior Certificates, if there is a Controlling Holder under this Agreement or (b) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there is no longer a Controlling Holder under this Agreement and (ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee in pursuing such further action, and provide any indemnification reasonably requested by the Trustee. In connection with any such action against an Originator or the Seller, the Trustee shall pursue reimbursement for its fees, costs and expenses from such Originator under the terms of the related Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement, if directed to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such fees, costs and expenses, it will be obligated to pay these amounts to such Certificateholders. To the extent not reimbursed by the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

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(ii)         If, as a result of a review of a Mortgage Loan conducted pursuant to Section 2.05(b)(i) above, the Controlling Holder or the Trustee, as applicable, concludes that a breach of a representation or warranty that would require the Originator or the Seller to cure, repurchase or substitute for or make an indemnification payment with respect to the related Mortgage Loan has not occurred, then such party shall notify the Securities Administrator in writing and the Certificateholders shall be notified of this decision and provided details of the review pursuant to a Distribution Date Statement; provided, that the Securities Administrator shall only be required to include such notification and any related details on any Distribution Date Statement to the extent it has received the same. The Certificateholders may direct the Trustee to enforce a remedy obligation despite such a determination by either the Controlling Holder or the Trustee if, within thirty days of notification of the Certificateholders, (i) the Trustee receives written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates and (ii) the Holders directing the Trustee to enforce the remedy obligation agree to provide in advance to the Trustee funds to pay for any costs and expenses incurred by the Trustee and to provide any indemnification reasonably requested by the Trustee. In connection with any such action against an Originator or the Seller, the Trustee shall pursue reimbursement for its fees, costs and expenses from such Originator under the terms of the related Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement, if directed to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such fees, costs and expenses, it will be obligated to pay such amounts to such Certificateholders. To the extent not reimbursed by the originator or the seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

(c)         If an Originator has breached a representation under the related Purchase Agreement stating that a Mortgage Loan is a “qualified mortgage” (as defined in the REMIC Provisions) and the Originator fails to repurchase such non-qualified Mortgage Loan within ninety days from the date the defect was discovered, the Depositor shall use commercially reasonable efforts to sell such Mortgage Loan for its fair market value, as determined by the Depositor and which may be less than its outstanding principal balance, within ninety days from the date the defect was discovered. The Trustee will release the applicable Mortgage Loan upon receipt of the sale price in accordance with the procedures set forth in Section 2.04(a) hereof.

 

Section 2.06         Intention of Parties.

 

(a)         Notwithstanding any other provision of this Agreement, it is intended by each of the parties hereto that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan or other obligation, so that the Trustee shall be the owner of the Trust Fund for the benefit of the holders of the Certificates.

 

However, in the event that, notwithstanding the intent of the parties, the Trust Fund is held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Trust Fund, then (a) this Agreement shall constitute a security agreement, and (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee, to secure all of the Depositor’s obligations hereunder, a security interest in all of the Depositor’s right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all other property in the Trust Fund, (iii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter of credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (iv) all proceeds of the foregoing.

 

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(b)           The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.  The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee.  Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the relevant UCC or other applicable laws.  Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee.  Before effecting such change, the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans.  In connection with the transactions contemplated by this Agreement, each of the Seller and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b).

 

Section 2.07         Controlling Holder Assumption of Purchase Agreement and Servicing Agreement Rights.

 

(a)         [Reserved].

 

(b)         By its purchase of the applicable Class of Subordinate Certificates, the Controlling Holder assumes the rights and all related responsibilities of the Trustee as “Purchaser” under each Purchase Agreement and Servicing Agreement as set forth in the “Controlling Holder Rights” section of each applicable Acknowledgement, and shall be entitled to exercise such rights in its sole discretion. The Depositor, the Controlling Holder and each other Certificateholder, by its acceptance of any Certificate or any beneficial ownership interest therein, each acknowledges and agrees that (i) the Controlling Holder may exercise such rights in such a manner that may not be in the best interests of all of the Certificateholders, (ii) none of the Master Servicer, the Securities Administrator or the Trustee shall have any liability with respect to any acts or omissions of the Controlling Holder in the exercise of such rights, and (iii) none of the Master Servicer, the Securities Administrator or the Trustee shall have any duty or obligation to exercise any such rights in the place or stead of the Controlling Holder (so long as there is a Controlling Holder) or to monitor or oversee the exercise of any such rights by the Controlling Holder. The Controlling Holder agrees that it shall exercise its rights in such a manner as will maximize returns to all Classes of Certificateholders taken as a whole.

 

(c)         Each of the Master Servicer, the Securities Administrator and the Trustee shall cooperate with the Controlling Holder as may be reasonably necessary for the Controlling Holder to exercise its rights hereunder and under the Purchase Agreements and the Servicing Agreements; provided, however, that, except as otherwise provided in Section 2.05, the Trustee shall not be required to take any legal action or participate in or facilitate any arbitration proceeding or other litigation relating to the Mortgage Loans or the obligations of the Originators or the Servicers with respect thereto unless and until it is directed in writing by the Controlling Holder and it is assured of the recovery of its expenses from the Controlling Holder.

 

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(d)         The Controlling Holder shall indemnify each of the Master Servicer, the Securities Administrator and the Trustee and hold it harmless from and against any claim, loss, liability, damage, cost or expense (including, without limitation, reasonable legal fees and expenses) incurred or expended by the Master Servicer, the Securities Administrator or the Trustee (without negligence or willful misconduct on the part of the Master Servicer, the Securities Administrator or the Trustee) with respect to claims of a third party arising from any act or omission of the Controlling Holder in the exercise of its rights as Controlling Holder hereunder and under the Purchase Agreements and the Servicing Agreements.

 

(e)         If the Controlling Holder transfers its ownership interest in any Class of Certificates in a manner resulting in there being no Controlling Holder under this Agreement or a change in the Controlling Holder, it shall so notify the Master Servicer, the Securities Administrator and the Trustee. If the Depositor has actual knowledge of a change in Controlling Holder or that there is no Controlling Holder under this Agreement, it shall so notify the Master Servicer, the Securities Administrator and the Trustee.

 

Section 2.08          Obligations in Respect of Proposed Eminent Domain Mortgage Loan Acquisition

 

(a)         The Master Servicer or the Trustee shall promptly notify the Controlling Holder (if any), and the Master Servicer or the Trustee, as applicable, if it has received notice that any governmental entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain. The Controlling Holder shall obtain or cause to be obtained or, if there is no longer a Controlling Holder, the Trustee shall cause the applicable Servicer to obtain, a valuation on the related property in the form of a broker’s price opinion or another valuation method that it deems appropriate. The Controlling Holder, if any, may also engage a third party to review each such Mortgage Loan to determine whether the payment offered by such governmental entity for the Mortgage Loan is the fair market value (the “Fair Value”) of such Mortgage Loan. Any such third party reviewer must be a recognized third party with experience performing valuations of residential mortgage loans. The Controlling Holder, if any, also may engage legal counsel to assess the legality of such governmental entity’s proposed exercise of its power of eminent domain to acquire the Mortgage Loan to determine whether there are bona fide legal grounds for contesting such acquisition (without regard to issues relating to the amount of compensation to be paid) (each such determination referred to herein as a “legality determination”). If, as a result of such review, the Controlling Holder determines that the offered payment does not constitute the Fair Value of the Mortgage Loan or that there may be bona fide legal grounds to contest such proposed acquisition, then the Controlling Holder may contest such acquisition through appropriate legal proceedings.

 

(b)         If, as a result of a review conducted pursuant to Section 2.08(a) above, the Controlling Holder concludes that it will not contest the proposed acquisition, then the Controlling Holder shall notify the Securities Administrator and the Trustee in writing and the Securities Administrator shall notify the Certificateholders of this decision and provide details of the review pursuant to a Distribution Date Statement; provided, that the Securities Administrator shall only be required to include such notification and any related details on any Distribution Date Statement to the extent it has received the same. After such notification has been delivered, notwithstanding such a determination by the Controlling Holder, the Certificateholders may direct the Trustee to contest an acquisition of a Mortgage Loan through exercise of the power of eminent domain, or the amount of the offered payment for such Mortgage Loan, if, within thirty days of notification of the Certificateholders, (i) the Trustee receives written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates and (ii) the Holders directing the Trustee to take such action agree to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee and to provide any indemnification reasonably requested by the Trustee. In connection with any such action, the Trustee shall pursue reimbursement for its fees, costs and expenses from the governmental entity, if directed to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such fees, costs and expenses, it shall be obligated to pay such amounts to such Certificateholders unless the Certificateholders directing the Trustee have not satisfied their obligations to pay the fees, costs, expenses and indemnities of the Trustee in taking such action, in which case such amounts shall be retained by the Trustee for such purposes. To the extent not reimbursed by the governmental entity or the Certificateholders, the Trustee shall be reimbursed by the Trust Fund for any costs incurred by it in connection with the performance of such duties, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

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(c)         If there is no longer a Controlling Holder, the Trustee shall notify the Certificateholders that it has received notice that a governmental entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain and of the results of the valuation on the related property obtained. The Trustee shall take such other actions with respect to the action of the governmental authority as are consistent with the instructions of the Certificateholders, provided the Trustee shall have no duty or obligation to take such actions except (i) in accordance with the written direction by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates and (ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee, and provide any indemnification reasonably requested by the Trustee. In connection with any such action, the Trustee shall pursue reimbursement for its fees, costs and expenses from such governmental entity if directed to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such fees, costs and expenses, it shall be obligated to reimburse such amounts to such Certificateholders unless the Certificateholders directing the Trustee have not satisfied their obligations to pay the fees, costs, expenses and indemnities of the Trustee in taking such action, in which case such amounts shall be retained by the Trustee for such purposes. To the extent not reimbursed by the governmental entity or the Certificateholders, the Trustee shall be reimbursed by the Trust Fund for any costs incurred by it in connection with the performance of such duties, subject to the limitation in clause (C) of the definition of Available Distribution Amount.

 

For the avoidance of doubt, neither the Controlling Holder nor The trustee shall be liable for any legality determination or determination of Fair Value made as described above, or any actions taken by them with respect to or in reliance on such determinations.

 

(d)         In performing its duties under this Section 2.08, each of the Controlling Holder and the Trustee may rely upon, and shall be protected in acting or refraining from acting upon, any legality determination by a nationally recognized law firm and any determination of Fair Value by a recognized third party with experience in performing valuations of residential mortgage loans.

 

ARTICLE III

 

THE CERTIFICATES

 

Section 3.01         The Certificates

 

(a)           The Certificates shall be issuable in registered form only and shall be securities governed by Article 8 of the New York UCC.  The Certificates will be evidenced by one or more certificates, ownership of which will be held in the minimum denominations in Certificate Principal Amount or Notional Amount specified in the Preliminary Statement to this Agreement and in integral multiples of $1 in excess thereof, or in the Percentage Interests specified in the Preliminary Statement to this Agreement, as applicable.

 

(b)           The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer of the Trustee.  Each Certificate shall, on original issue, be authenticated by the Authenticating Agent upon the order of the Depositor upon the sale of the Mortgage Loans to the Trustee as described in Section 2.01.  No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed by an authorized officer of the Authenticating Agent, by manual signature, and such certification upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.  

 

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(c)           The Class B-4, Class B-5, Class R and Class LT-R Certificates are offered and sold in reliance on the exemption from registration under Rule 144A under the Securities Act and shall be issued with the applicable legends set forth in Exhibit A. The Class B-4 and Class B-5 Certificates shall be issued initially as Definitive Certificates and the Class R and Class LT-R Certificates shall be issued only as Definitive Certificates.  

 

Section 3.02         Registration

 

The Securities Administrator is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar in respect of the Certificates and shall maintain books for the registration and for the transfer of Certificates (the “Certificate Register”).  A registration book shall be maintained for the Certificates collectively.  The Certificate Registrar may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Depositor and the Master Servicer. The Trustee may at any time remove the Certificate Registrar by giving written notice of such removal to such Certificate Registrar, the Depositor and the Master Servicer. Upon receiving a notice of resignation or upon such a removal, the Trustee may appoint a bank or trust company to act as successor certificate registrar, shall give written notice of such appointment to the Depositor and the Master Servicer and shall mail notice of such appointment to all Holders of Certificates. Any successor certificate registrar upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Certificate Registrar. The Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Master Servicer, any bank or trust company to act as co-registrar under such conditions as the Certificate Registrar may prescribe; provided, however, that the Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.

 

Section 3.03         Transfer and Exchange of Certificates

 

(a)           A Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar.  Upon the transfer of any Certificate in accordance with the preceding sentence, the Trustee shall execute, and the Authenticating Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate Certificate Principal Amount (or Notional Amount) as the Certificate being transferred.  No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer of Certificates.

 

(b)           A Certificate may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations, representing in the aggregate the same Certificate Principal Amount (or Notional Amount) as the Certificate surrendered, upon surrender of the Certificate to be exchanged at the office of the Certificate Registrar duly endorsed or accompanied by a written instrument of transfer duly executed by such Holder or his duly authorized attorney in such form as is satisfactory to the Certificate Registrar.  Certificates delivered upon any such exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Certificates surrendered.  No service charge shall be made to a Certificateholder for any exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.  Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, and the Authenticating Agent shall authenticate, date and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.

 

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(c)           By acceptance of a Restricted Certificate, whether upon original issuance or subsequent transfer, each Holder of such a Certificate acknowledges the restrictions on the transfer of such Certificate set forth thereon and agrees that it will transfer such a Certificate only as provided herein.

 

The following restrictions shall apply with respect to the transfer and registration of transfer of a Restricted Certificate to a transferee that takes delivery in the form of a Definitive Certificate:

 

(i)           The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is (x) to the Depositor or an affiliate (as defined in Rule 405 under the Securities Act) of the Depositor or (y) being made to a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the Securities Act by a transferor that has provided the Certificate Registrar with a certificate in the form of Exhibit E-1 hereto and has furnished to the Certificate Registrar a certificate of the transferee in the form of Exhibit E-2 hereto; and

 

(ii)           The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is being made to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or to any Person all of the equity owners in which are such accredited investors, by a transferor who furnishes to the Certificate Registrar a letter of the transferee substantially in the form of Exhibit F hereto.

 

(d)       (i) No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made to any Person or shall be effective unless the Certificate Registrar, on behalf of the Securities Administrator, has received (A) a certificate substantially in the form of Exhibit G hereto (or Exhibit B, in the case of a Residual Certificate) from such transferee or (B) in the case of an ERISA-Restricted Certificate that is not a Residual Certificate, an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that the purchase and holding of such a Certificate will not constitute or result in prohibited transactions under Title I of ERISA or Section 4975 of the Code and will not subject the Certificate Registrar, the Trustee, the Master Servicer, the Depositor or the Securities Administrator to any obligation in addition to those undertaken in this Agreement; provided, however, that the Certificate Registrar will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Certificate Registrar has rendered an opinion to the effect that the purchase and holding of an ERISA-Restricted Certificate (other than a Residual Certificate) by a Plan or a Person that is purchasing or holding such a Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under Title I of ERISA or Section 4975 of the Code.  Each Transferee of an ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to have made the representations set forth in Exhibit G.  The preparation and delivery of the certificate and opinions referred to above shall not be an expense of the Trust Fund, the Certificate Registrar, the Trustee, the Master Servicer, the Depositor or the Securities Administrator.

 

Notwithstanding the foregoing, no opinion or certificate shall be required for the initial issuance of the ERISA-Restricted Certificates.  The Certificate Registrar shall have no obligation to monitor transfers of Book-Entry Certificates that are ERISA-Restricted Certificates and shall have no liability for transfers of such Certificates in violation of the transfer restrictions.  The Certificate Registrar shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 3.03(d) and none of the Securities Administrator, the Trustee or the Paying Agent shall have any liability for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements.  The Securities Administrator, on behalf of the Trustee, shall be entitled, but not obligated, to recover from any Holder of any ERISA-Restricted Certificate that was in fact a Plan or a Person acting on behalf of, or an entity holding “plan assets” of, a Plan any payments made on such ERISA-Restricted Certificate at and after either such time.  Any such payments so recovered by the Securities Administrator shall be paid and delivered by the Securities Administrator to the last preceding Holder of such Certificate that is not such a Plan or Person acting on behalf of, or an entity holding “plan assets” of, a Plan.

 

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(ii) If any ERISA-Restricted Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding two paragraphs, then upon receipt by the Certificate Registrar of written notice that the registration of transfer of such ERISA-Restricted Certificate was not permitted by this Section 3.03(d), the next preceding permitted beneficial owner will be treated as the beneficial owner of that ERISA-Restricted Certificate, retroactive to the date of transfer to the purported beneficial owner.  Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor and the Certificate Registrar from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.

 

(e)           As a condition of the registration of transfer or exchange of any Certificate, the Certificate Registrar may require the certified taxpayer identification number of the owner of the Certificate and the payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith; provided, however, that the Certificate Registrar shall have no obligation to require such payment or to determine whether or not any such tax or charge may be applicable.  No service charge shall be made to the Certificateholder for any registration, transfer or exchange of a Certificate.

 

(f)           Notwithstanding anything to the contrary contained herein, no Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to (i) a Disqualified Organization or (ii) an individual, corporation or partnership or other person unless such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or successor form at the time and in the manner required by the Code (any such person who is not covered by clause (A) or (B) above is referred to herein as a “Non-permitted Foreign Holder”).

 

Prior to and as a condition of the registration of any transfer, sale or other disposition of a Residual Certificate, the proposed transferee shall deliver to the Certificate Registrar, on behalf of the Trustee, an affidavit in substantially the form attached hereto as Exhibit B representing and warranting, among other things, that such transferee is neither a Disqualified Organization, an agent or nominee acting on behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any such transferee, a “Permitted Transferee”), and the proposed transferor shall deliver to the Certificate Registrar an affidavit in substantially the form attached hereto as Exhibit C.  In addition, the Certificate Registrar may (but shall have no obligation to) require, prior to and as a condition of any such transfer, the delivery by the proposed transferee of an Opinion of Counsel, addressed to the Certificate Registrar and the Depositor, that such proposed transferee or, if the proposed transferee is an agent or nominee, the proposed beneficial owner, is not a Disqualified Organization, agent or nominee thereof, or a Non-permitted Foreign Holder.  Notwithstanding the registration in the Certificate Register of any transfer, sale, or other disposition of a Residual Certificate to a Disqualified Organization, an agent or nominee thereof, or Non-permitted Foreign Holder, such registration shall be deemed to be of no legal force or effect whatsoever and such Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate.  The Depositor, the Certificate Registrar, the Trustee, the Securities Administrator and the Paying Agent shall be under no liability to any Person for any registration or transfer of a Residual Certificate to a Disqualified Organization, agent or nominee thereof or Non-permitted Foreign Holder or for the Paying Agent making any payments due on such Residual Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement, so long as the transfer was effected in accordance with this Section 3.03(f), unless a Responsible Officer of the Certificate Registrar shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is a Disqualified Organization, or an agent or nominee thereof, or Non-permitted Foreign Holder.  The Certificate Registrar shall be entitled, but not obligated, to recover from any Holder of a Residual Certificate that was a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder at the time it became a Holder or any subsequent time it became a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder, all payments made on such Residual Certificate at and after either such times (and all costs and expenses, including but not limited to attorneys’ fees, incurred in connection therewith).  Any payment (not including any such costs and expenses) so recovered by the Certificate Registrar shall be paid and delivered to the last preceding Holder of such Residual Certificate.

 

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If any purported transferee shall become a registered Holder of a Residual Certificate in violation of the provisions of this Section 3.03(f), then upon receipt by the Certificate Registrar of written notice that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 3.03(f), the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Residual Certificate.  The Depositor, the Certificate Registrar, the Securities Administrator, the Trustee and the Paying Agent shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 3.03(f), or for the Paying Agent making any payment due on such Certificate to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of this Section 3.03(f).

 

The following legend shall appear on all Residual Certificates:

 

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE CERTIFICATE REGISTRAR, ON BEHALF OF THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS [R] [LT-R] CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS [R] [LT-R] CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

 

(g)           Each Holder or Certificate Owner of a Restricted Certificate, ERISA-Restricted Certificate or Residual Certificate, or an interest therein, by such Holder’s or Owner’s acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this section.

 

(h)           Neither the Seller nor the Depositor shall be the Holder of any Subordinate Certificates.

 

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Section 3.04         Cancellation of Certificates

 

Any Certificate surrendered for registration of transfer or exchange shall be cancelled and retained in accordance with normal retention policies with respect to cancelled certificates maintained by the Trustee or the Certificate Registrar.

 

Section 3.05         Replacement of Certificates

 

If (i) any Certificate is mutilated and is surrendered to the Certificate Registrar or (ii) the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of written notice to the Certificate Registrar that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount.  Upon the issuance of any new Certificate under this Section 3.05, the Depositor or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, the Depositor, the Certificate Registrar or the Securities Administrator) connected therewith.  Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

 

If after the delivery of such new Certificate, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Depositor, the Securities Administrator, the Certificate Registrar, the Paying Agent and the Trustee or any agent shall be entitled to recover such new Certificate from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Depositor, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Trustee or any agent in connection therewith.

 

Section 3.06         Persons Deemed Owners

 

Subject to the provisions of Section 3.09 with respect to Book-Entry Certificates, the Depositor, the Securities Administrator, the Master Servicer, the Trustee, the Certificate Registrar, the Paying Agent and any agent of any of them shall treat the Person in whose name any Certificate is registered upon the books of the Certificate Registrar as the owner of such Certificate for the purpose of receiving distributions pursuant to Sections 5.01 and 5.02 and for all other purposes whatsoever, and none of the Depositor, the Securities Administrator, the Master Servicer, the Trustee, the Certificate Registrar, the Paying Agent or any agent of any of them shall be affected by notice to the contrary.

 

Section 3.07         Temporary Certificates

 

(a)           Pending the preparation of definitive Certificates, upon the order of the Depositor, the Trustee shall execute and the Authenticating Agent shall authenticate and deliver temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such variations as the authorized officers executing such Certificates may determine, as evidenced by their execution of such Certificates.

 

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(b)           If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay.  After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Certificate Registrar without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute and the Authenticating Agent shall authenticate and deliver in exchange therefor a like aggregate Certificate Principal Amount of definitive Certificates of the same Class in the authorized denominations.  Until so exchanged, the temporary Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Certificates of the same Class.

 

Section 3.08         Appointment of Paying Agent

 

The Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose of making distributions to the Certificateholders hereunder.  The Trustee hereby appoints the Securities Administrator as the initial Paying Agent.  The Trustee shall cause any Paying Agent, other than the Securities Administrator or itself, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee and the Securities Administrator, and the Securities Administrator as initial Paying Agent hereby agrees with the Trustee, that such Paying Agent will hold all sums held by it for the payment to the Certificateholders in an Eligible Account (which shall be the Distribution Account) in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to the Certificateholders.  All funds remitted by the Securities Administrator to any such Paying Agent for the purpose of making distributions shall be paid to the Certificateholders on each Distribution Date and any amounts not so paid shall be returned on such Distribution Date to the Securities Administrator.  If the Paying Agent is not the Securities Administrator, the Securities Administrator shall cause to be remitted to the Paying Agent on or before the Business Day prior to each Distribution Date, by wire transfer in immediately available funds, the funds to be distributed on such Distribution Date. Any Paying Agent shall be either a bank or trust company or otherwise authorized under law to exercise corporate trust powers.

 

Section 3.09         Book-Entry Certificates

 

(a)           Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates.  The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Book-Entry Certificates, except as provided in Section 3.09(c).  Unless Definitive Certificates have been issued to Certificate Owners of Book-Entry Certificates pursuant to Section 3.09(c):

 

(i)           the provisions of this Section 3.09 shall be in full force and effect;

 

(ii)           the Certificate Registrar, the Securities Administrator, the Paying Agent and the Trustee shall deal with the Clearing Agency for all purposes (including the making of distributions on the Book-Entry Certificates) as the authorized representatives of the Certificate Owners and the Clearing Agency and shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;

 

(iii)           to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control; and

 

(iv)           the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants.  Unless and until Definitive Certificates are issued pursuant to Section 3.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants.

 

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(b)           Whenever notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Securities Administrator or the Trustee, as the case may be, shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency.

 

(c)           If (i) (A) the Clearing Agency or the Depositor advises the Paying Agent in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor satisfactory to the Depositor and the Paying Agent or (ii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates advise the Paying Agent and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of a Class of Book-Entry Certificates (each such event, a “Book-Entry Termination”), the Certificate Registrar shall notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners.  Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Certificate Registrar shall issue the Definitive Certificates.  None of the Depositor, the Certificate Registrar, the Securities Administrator, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Certificate Registrar, to the extent applicable, with respect to such Definitive Certificates and the Certificate Registrar shall recognize the holders of the Definitive Certificates as Certificateholders hereunder.  

 

ARTICLE IV

 

ADMINISTRATION OF THE TRUST FUND

 

Section 4.01         Custodial Accounts; Distribution Account

 

(a)           On or prior to the Closing Date, each Servicer will be required to establish and maintain one or more Custodial Accounts, as provided in the related Servicing Agreement, into which all Scheduled Payments and unscheduled payments with respect to the Mortgage Loans, net of any deductions or reimbursements permitted under the related Servicing Agreement, shall be deposited.  On each Servicer Remittance Date, the Servicers will remit to the Securities Administrator, for deposit into the Distribution Account, all amounts so required to be deposited into such account in accordance with the terms of the Servicing Agreement.

 

(b)           The Securities Administrator, as Paying Agent for the Trustee, shall establish and maintain an Eligible Account entitled “Distribution Account of Wilmington Trust, National Association, as Trustee for the benefit of Sequoia Mortgage Trust 2013-7 Holders of Mortgage Pass-Through Certificates.”  The Securities Administrator shall hold the Distribution Account and all money and other property therein in trust for the benefit of the Certificateholders. The Securities Administrator shall, promptly upon receipt from the Servicers on each Servicer Remittance Date, deposit into the Distribution Account and retain on deposit until the related Distribution Date the following amounts:

 

(i)           the aggregate of collections with respect to the Mortgage Loans remitted by the Servicers from the related Custodial Accounts in accordance with the Servicing Agreements;

 

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(ii)         any amounts required to be deposited by the Master Servicer with respect to the Mortgage Loans for the related Due Period pursuant to this Agreement, including the amount of any Advances or Master Servicer Compensating Interest Payments with respect to the Mortgage Loans not paid by the Servicers or the Servicing Administrator; and

 

(iii)         any other amounts so required to be deposited in the Distribution Account in the related Due Period pursuant to this Agreement.

 

(c)           In the event the Master Servicer or a Servicer has remitted in error to the Distribution Account any amount not required to be remitted in accordance with the definition of Available Distribution Amount, it may at any time direct the Securities Administrator to withdraw such amount from the Distribution Account for repayment to the Master Servicer or Servicer, as applicable, by delivery of an Officer’s Certificate to the Securities Administrator and the Trustee which describes the amount deposited in error.

 

(d)           On each Distribution Date and the final Distribution Date of the Certificates in accordance with Section 7.01, the Securities Administrator, as Paying Agent, shall distribute the Available Distribution Amount to the Certificateholders and any other parties entitled thereto in the amounts and priorities set forth in Section 5.02.  The Securities Administrator may, with the consent of the Depositor, from time to time withdraw from the Distribution Account and pay to itself, the Master Servicer, the Trustee, the Custodian, the Servicers or the Servicing Administrator any amounts permitted to be paid or reimbursed to such Person from funds in the Distribution Account pursuant to clauses (A) and (B) of the definition of Available Distribution Amount.

 

(e)          Funds in the Distribution Account for the period from each Servicer Remittance Date to the related Distribution Date shall, if invested, be invested in Eligible Investments selected by the Securities Administrator, which shall mature not later than the Distribution Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Trustee in trust for the benefit of the Trustee and Holders of the Sequoia Mortgage Trust 2013-7 Certificates. All income and gain realized from any Eligible Investment in the Distribution Account shall be compensation to the Securities Administrator. The Securities Administrator shall deposit the amount of any losses incurred in respect of any such investments out of its own funds, without any right of reimbursement therefor, immediately as realized.

 

Section 4.02         Reports to Trustee and Certificateholders

 

On each Distribution Date, the Securities Administrator shall have prepared and shall make available to the Trustee and each Certificateholder a written report setting forth the following information (on the basis of Mortgage Loan level information obtained from the Master Servicer and the Servicers) (the “Distribution Date Statement”):

 

(a)           the amount of the distributions, separately identified, with respect to each Class of Certificates;

 

(b)           the amount of the distributions set forth in clause (a) allocable to principal, separately identifying the aggregate amount of any Principal Prepayments or other unscheduled recoveries of principal included in that amount;

 

(c)           the amount of the distributions set forth in clause (a) allocable to interest;

 

(d)           the amount of any unpaid Interest Shortfall, Net Prepayment Interest Shortfalls and Relief Act Shortfalls with respect to each Class of Certificates;

 

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(e)           the Class Principal Amount of each Class of Certificates (other than the Interest-Only Certificates) and the Class Notional Amount of the Interest-Only Certificates, in each case after giving effect to the distribution of principal on that Distribution Date;

 

(f)           the Aggregate Stated Principal Balance of the Mortgage Loans at the beginning and at the end of the related Prepayment Period, the Mortgage Rates (in incremental ranges) and the weighted average remaining term of the Mortgage Loans;

 

(g)          the aggregate Substitution Amount and the aggregate Repurchase Price deposited into the Distribution Account with respect to the Mortgage Loans , which information may be presented in a footnote;

 

(h)          the Senior Percentage and the Subordinate Percentage for the following Distribution Date;

 

(i)           the Senior Prepayment Percentage and the Subordinate Prepayment Percentage for the following Distribution Date;

 

(j)           the amount of the Master Servicing Fee, the Servicing Fee and the Trustee Fee paid to or retained by the Master Servicer, each Servicer and the Trustee, respectively, and the amount of any fees paid to the Securities Administrator and the Custodian;

 

(k)         the aggregate amount of Advances for the related Due Period;

 

(l)           the number and Stated Principal Balance of the Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) in foreclosure and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days and (C) in bankruptcy as of the close of business on the last day of the calendar month preceding that Distribution Date;

 

(m)        the amount of cash flow received for such Distribution Date, and the sources thereof;

 

(n)         for any Mortgage Loan as to which the related Mortgaged Property was an REO Property during the preceding calendar month, the principal balance of such Mortgage Loan as of the close of business on the last day of the related Due Period;

 

(o)         the aggregate number and principal balance of any REO Properties as of the close of business on the last day of the preceding Due Period;

 

(p)         the amount of Realized Losses incurred during the preceding calendar month;

 

(q)         the cumulative amount of Realized Losses incurred since the Closing Date;

 

(r)          the Realized Losses, if any, allocated to each Class of Certificates on that Distribution Date;

 

(s)         the Certificate Interest Rate for each Class of Certificates and the Net WAC Rate for that Distribution Date;

 

(t)         any Servicing Modifications with respect to any Mortgage Loan during the related Due Period;

 

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(u)          the applicable Record Date, Accrual Period and calculation date for each Class of Certificates and such Distribution Date;

 

(v)          the amount on deposit in the Distribution Account as of such Distribution Date (after giving effect to distributions on such date) and as of the prior Distribution Date;

 

(w)         the nature of any material breach of a representation and warranty relating to the characteristics of the Mortgage Loans or any transaction covenants;

 

(x)          the amount of Advances and Servicing Advances reimbursed during the related Due Period;

 

(y)         the amount of any Subsequent Recoveries;

 

(z)          the amount of any fees, charges and costs paid or reimbursed to the Master Servicer and the Custodian from the Distribution Account pursuant to this Agreement or the Custodial Agreement;

 

(aa)       the amounts of any Master Servicer Compensating Interest Payments and Servicer Compensating Interest Payments for such Distribution Date;

 

(bb)       whether the Step-Down Test has been satisfied for such Distribution Date;

 

(cc)       the status and outcome of the Mortgage Loan review conducted pursuant to Section 2.05(b); and

 

(dd)       the status and outcome of the review conducted pursuant to Section 2.08(b), as reported to the Securities Administrator.

 

On each Distribution Date, the Securities Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Offered Certificates as of such Distribution Date, using a format and media mutually acceptable to the Securities Administrator and Bloomberg.

 

In addition to the information listed above, such Distribution Date Statement shall also include such other information as is required to be reported on Form 10-D by Item 1121(a) and (b) (§229.1121) of Regulation AB.

 

The Securities Administrator shall make such reports, any Form 10-K's and Form 10-D's relating to the Certificates filed under the Exchange Act and such other loan level information as the Depositor and the Securities Administrator shall agree available each month via the Securities Administrator’s website at http://www.ctslink.com.  Assistance in using the website may be obtained by calling the Securities Administrator’s customer service desk at 1-866-846-4526.  Certificateholders and other parties that are unable to use the website are entitled to have a paper copy mailed to them via first class mail by contacting the Securities Administrator and indicating such.  In preparing or furnishing the foregoing information to the Certificateholders, the Securities Administrator shall be entitled to rely conclusively on the accuracy of the information or data regarding the Mortgage Loans and the related REO Properties that has been provided to the Securities Administrator by the Master Servicer and the Servicers, and the Securities Administrator shall not be obligated to verify, recompute, reconcile or recalculate any such information or data.

 

Upon request, within a reasonable period of time after the end of each calendar year, the Securities Administrator shall cause to be furnished to each Person who at any time during the calendar year was a Certificateholder, a statement containing the information listed above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder.  Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Securities Administrator pursuant to any requirements of the Code as from time to time in effect.

 

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Upon the reasonable advance written request of any Certificateholder that is a savings and loan, bank or insurance company (which request, if received by the Trustee or the Certificate Registrar, shall be promptly forwarded to the Securities Administrator), the Securities Administrator shall provide, or cause to be provided (or, to the extent that such information or documentation is not required to be provided by a Servicer under the applicable Servicing Agreement, shall use reasonable efforts to obtain such information and documentation from such Servicer, and provide) to such Certificateholders such reports and access to information and documentation regarding the Mortgage Loans as such Certificateholders may reasonably deem necessary to comply with applicable regulations of the Office of Thrift Supervision or its successor or other regulatory authorities with respect to an investment in the Certificates; provided, however, that (i) such Certificateholders shall pay in advance for the Securities Administrator’s actual expenses incurred in providing such reports and access and such expenses shall not be paid by the Trust Fund and (ii) the Securities Administrator shall provide such information and documentation only to the extent that the Securities Administrator would not be in violation of any applicable privacy laws.

 

Section 4.03         Rule 17g-5 Compliance.

 

(a)         The Rule 17g-5 Information Provider shall, upon receipt of an NRSRO certification in the form of Exhibit O, make available on its Rule 17g-5 Website solely to the Depositor, each Rating Agency and to any NRSRO the following items, but only to the extent such items are delivered to it by electronic mail to rmbs17g5informationprovider@wellsfargo.com, specifically with a subject reference of “SEMT 2013-7” and an identification of the type of information being provided in the body of such notice, or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial:

 

(i)any Rating Agency Information provided to the Rule 17g-5 Information Provider in accordance with Sections 6.06, 6.07, 6.14, 9.01, 9.02, 11.03 and 11.12 of this Agreement, as well as reports prepared in accordance with Sections 6.21, 6.22, 6.23 and 6.24 (provided that the Rule 17g-5 Information Provider shall not be required to post to its Rule 17g-5 Website any such information previously posted to and available on the Securities Administrator’s website);

 

(ii)any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to this Agreement; and

 

(iii)a summary of any oral conversation with a Rating Agency regarding any Mortgage Loan, any Mortgaged Property or any REO Property, to the extent required to be provided pursuant to Rule 17g-5.

 

The foregoing information shall be made available by the Rule 17g-5 Information Provider on its Rule 17g-5 Website. Such information shall be posted to the Rule 17g-5 Website on the same Business Day as it is received, provided that such information is received by 12:00 p.m. (eastern time) or, if received after 12:00 p.m., on the next Business Day. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the requirements of this Agreement, or otherwise is or is not anything other than what it purports to be. The Rule 17g-5 Information Provider shall not be deemed to have obtained actual knowledge of any information by virtue of the receipt and posting of such information to the Rule 17g-5 Website. Further, notwithstanding anything to the contrary herein, in the event the Depositor determines that any information previously posted to the Rule 17g-5 Website should not have been posted thereto pursuant to the terms of this Agreement, the Depositor shall direct the Rule 17g-5 Information Provider in writing to remove such information from the Rule 17g-5 Website, such written notice to specify the information to be so removed. The Rule 17g-5 Information Provider (i) shall have no obligation or duty to verify, confirm or otherwise determine the accuracy of the information contained in such written direction, (ii) shall be entitled to rely fully upon such written direction and (iii) shall not be held liable in connection with removing any such information from the Rule 17g-5 Website upon the receipt of such written direction.

 

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The Rule 17g-5 Information Provider shall provide a mechanism to notify any party that has submitted an NRSRO Certification each time the Rule 17g-5 Information Provider posts an additional document to the Rule 17g-5 Website.

 

In connection with providing access to the Rule 17g-5 Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, has no obligation to review such information, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to each Rating Agency or NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the email address specified in writing to the Depositor, with a subject heading of “SEMT 2013-7” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Website.

 

If any NRSRO that has previously submitted an NRSRO Certification and whose NRSRO Certification has been accepted, notifies the Rule 17g-5 Information Provider that it is unable to access information posted to the Rule 17g-5 Website and such access issue is determined to be the result of a problem with the Rule 17g-5 Website, if such access issue is not resolved within one Business Day of such determination, the Rule 17g-5 Information Provider shall so notify the Depositor.

 

(b)            Each of the Master Servicer and the Trustee hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate with (including verbally) or provide information to a Rating Agency without the prior consent of and consultation with the Depositor, and that any permitted communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures established by the Depositor to ensure compliance with Rule 17g-5 under the Exchange Act, including to the extent set forth herein, providing any such communications to the Depositor for posting on the Rule 17g-5 Website pursuant to this Section 4.03 prior to communicating with such Rating Agency.

 

Section 4.04         Rule 15Ga-1 Compliance

 

(a)           To the extent a Responsible Officer of the Master Servicer receives a demand for the repurchase or substitution of a Mortgage Loan based on a breach of a representation or warranty made by the Seller or the Originator of such Mortgage Loan (each, a “Demand”), the Master Servicer agrees (i) if such Demand is in writing, promptly to forward such Demand to the Trustee, and (ii) if such Demand is oral, to instruct the requesting party to submit such Demand in writing to the Trustee. To the extent a Responsible Officer of the Trustee receives a Demand, it shall provide the Depositor with prompt written notice of such Demand.

 

(b)            In connection with the repurchase or substitution of a Mortgage Loan pursuant to a Demand, any dispute with respect to a Demand, or the withdrawal or final rejection of a Demand (i) the Master Servicer agrees, to the extent a Responsible Officer of the Master Servicer has actual knowledge thereof, promptly to notify the Trustee in writing, and (ii) the Trustee agrees, to the extent a Responsible Officer of the Trustee has actual knowledge thereof, promptly to notify the Depositor in writing.

 

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(c)         With respect to Rule 15Ga-1 of the Exchange Act, to the extent in its possession, the Trustee shall provide the Depositor with any applicable information relating to a Demand (the “Rule 15Ga-1 Information”) in a timely manner so as to enable the Depositor to meet its reporting obligations under Rule 15Ga-1. The Depositor shall be entitled conclusively to rely on the Rule 15Ga-1 Information provided to it by the Trustee in connection with the compilation by the Depositor of the Rule 15Ga-1 Information required to be reported on Form 10-D. For the avoidance of doubt, the Depositor shall have sole responsibility for compiling the Rule 15Ga-1 Information required to be reported on Form 10-D, and the Securities Administrator shall be entitled conclusively to rely on any Rule 15Ga-1 Information provided to it by the Depositor for inclusion on each Form 10-D. Other than with respect to the obligations of the Trustee in this Section 4.04, the Trustee shall have no responsibility or liability in connection with any filing required to be made by the Depositor pursuant to Rule 15Ga-1 of the Exchange Act.

 

ARTICLE V

 

DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

 

Section 5.01         Distributions Generally

 

(a)           Subject to Section 7.01 respecting the final distribution on the Certificates, on each Distribution Date the Paying Agent on behalf of the Trustee shall make distributions to holders of Certificates as of the related Record Date in accordance with this Article V.  Such distributions shall be made by check mailed to each Certificateholder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date by any Certificateholder owning an aggregate initial Certificate Principal Amount or Notional Amount of at least $1,000,000, or in the case of any Residual Certificate, a Percentage Interest of not less than 100%, by wire transfer in immediately available funds to an account specified in the request and at the expense of such Certificateholder; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Certificate Registrar’s Corporate Trust Office; provided, further, that the foregoing provisions shall not apply to any Class of Certificates as long as such Certificate remains a Book-Entry Certificate in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants.  Wire transfers will be made at the expense of the Holder requesting such wire transfer by deducting a wire transfer fee from the related distribution.  Notwithstanding such final payment of principal of any of the Certificates, each Certificate will remain outstanding until the termination of each REMIC and the payment in full of all other amounts due with respect to the Certificates and at such time such final payment in retirement of any Certificate will be made only upon presentation and surrender of such Certificate at the Certificate Registrar’s Corporate Trust Office.  If any payment required to be made on the Certificates is to be made on a day that is not a Business Day, then such payment will be made on the next succeeding Business Day.

 

(b)           All distributions or allocations made with respect to the Certificateholders within each Class on each Distribution Date shall be allocated among the outstanding Certificates in such Class equally in proportion to their respective initial Class Principal Amounts or initial Class Notional Amounts (or Percentage Interests).

 

Section 5.02         Distributions From the Distribution Account.

 

(a)         Subject to Sections 5.02(b) and (c), on each Distribution Date, the Available Distribution Amount, to the extent received by the Securities Administrator, shall be withdrawn by the Paying Agent from funds in the Distribution Account and allocated among the Classes of Senior Certificates and Subordinate Certificates in the following order of priority:

 

(i)          to the Senior Certificates, pro rata, such Class’s Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

 

(ii)          to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, the Senior Principal Distribution Amount, until their respective Class Principal Amounts have been reduced to zero;

 

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(iii)         to the Class B-1 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

 

(iv)         to the Class B-1 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero;

 

(v)          to the Class B-2 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

 

(vi)          to the Class B-2 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero;

  

(vii)         to the Class B-3 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

 

(viii)        to the Class B-3 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero;          

 

(ix)          to the Class B-4 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

 

(x)           to the Class B-4 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero;

  

(xi)          to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case, for such Class on such date;

 

(xii)         to the Class B-5 Certificates, such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until its Class Principal Amount has been reduced to zero; and         

 

(xiii)        to the Class LT-R Certificates and the Class R Certificates, any remaining amount of the Available Distribution Amount allocated as provided in Section 5.02(d).

  

(b)         On each Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates (other than the Interest-Only Certificates) pro rata in accordance with their respective Class Principal Amounts.

 

(c)         Notwithstanding the priority and allocation set forth in Section 5.02(a), if with respect to any Class of Subordinate Certificates other than the Class B-1 Certificates on any Distribution Date the sum of the Class Subordination Percentages of such Class and of all other Classes of Subordinate Certificates which have a lower payment priority than such Class is less than the Original Applicable Credit Support Percentage for such Class, no distribution of principal shall be made to any such Classes. The Subordinate Principal Distribution Amount shall be allocated among the Classes of Subordinate Certificates having higher payment priorities than such Class, pro rata, based on the Class Principal Amounts of the respective Classes immediately prior to such Distribution Date and shall be distributed in the sequential order provided in Section 5.02(a) above.

 

(d)          Amounts distributed to the Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds due to the Residual Certificates with respect to the Mortgage Loans.

 

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(e)         For purposes of distributions of interest in Section 5.02(a) such distributions to a Class of Certificates on any Distribution Date shall be made first, in respect of Current Interest; and second, in respect of Interest Shortfalls.

 

(f)         Amounts distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first been distributed from the Lower Tier REMIC to the Upper Tier REMIC in respect of the Lower Tier REMIC regular interests in accord with the distribution provisions for the Lower Tier REMIC set forth in the Preliminary Statement.

 

Section 5.03         Allocation of Losses.

 

(a)           On or prior to each Distribution Date, the Master Servicer shall calculate the aggregate Realized Losses for such Distribution Date based on the information with respect to losses as reported to it by each Servicer.

 

(b)           On each Distribution Date, the Securities Administrator shall allocate the principal portion of Realized Losses as follows:

 

first, to the Classes of Subordinate Certificates in reverse order of their respective numerical Class designations (beginning with the Class B-5 Certificates and ending with the Class B-1 Certificates) until the Class Principal Amount of each such Class is reduced to zero; and

 

second, to the Class A-1 and Class A-2 Certificates, pro rata in accordance with their respective Class Principal Amounts, until their respective Class Principal Amounts have been reduced to zero.

 

(c)           On each Distribution Date, the Class Principal Amount of the Class of Subordinate Certificates then outstanding with the lowest payment priority shall be reduced on each Distribution Date by the Certificate Writedown Amount and if no Subordinate Certificates are then outstanding the Class Principal Amounts of the Class A-1 and Class A-2 Certificates shall be reduced by the Certificate Writedown Amount, pro rata in accordance with their respective Class Principal Amounts.

 

(d)           Any allocation of a loss pursuant to this section to a Class of Certificates shall be achieved by reducing the Class Principal Amount thereof by the amount of such loss.

 

(e)           Subsequent Recoveries in respect of the Mortgage Loans shall be distributed to the Certificates still outstanding, in accordance with Section 5.02, and the Class Principal Amount of each Class of Certificates then outstanding that has been reduced due to application of a Certificate Writedown Amount or Realized Loss will be increased, pro rata in accordance with their respective Class Principal Amounts in the case of the Class A-1 and Class A-2 Certificates and sequentially in order of seniority in the case of the Subordinate Certificates, by the lesser of (i) the amount of such Subsequent Recovery (reduced by any amounts applied for this purpose to more senior-ranking Certificates) and (ii) the Realized Loss amount previously allocated to such Class.

 

(f)           Realized Losses and the amount of any Certificate Writedown Amount allocated by this Section to a Class of Certificates shall be allocated to the corresponding Lower Tier REMIC Interest and shall reduce the Class Principal Amount of such Lower Tier REMIC Interest to the same extent that the Class Principal Amount of such Class of Certificates is reduced pursuant to the provisions of this Section. Subsequent Recoveries distributed to a Class of Certificates pursuant to the provisions of subsection 5.03(e) shall be deemed to have been distributed to the corresponding Lower Tier REMIC Interest. To the extent that the Class Principal Amount of any Class of Certificates has been increased on account of Subsequent Recoveries pursuant to the provisions of subsection 5.03(e), the principal balance of the corresponding Lower Tier REMIC Interest shall be increased by the same amount.

 

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(g)           Any Class of Certificates or Lower-Tier Interest whose Class Principal Amount has been reduced to zero due to the allocation of Realized Losses will nonetheless remain outstanding under this Agreement and will continue to be entitled to receive Subsequent Recoveries until the termination of the Trust Fund; provided, however, that no such Class of Certificates will have voting rights with respect to matters under this Agreement requiring or permitting actions to be taken by any Certificateholders.

 

Section 5.04         Servicer Obligations.

 

In the event of any inconsistency between this Agreement and a Servicing Agreement with respect to obligations of a Servicer, the provisions of the applicable Servicing Agreement shall govern such obligations.

 

Section 5.05         Advances by Master Servicer.

 

If any Servicer (other than Cenlar FSB) or the Servicing Administrator fails to remit any Advance required to be funded under the applicable Servicing Agreement, the Master Servicer shall itself fund, or shall cause the successor Servicer or successor Servicing Administrator to fund, such Advance. If the Master Servicer determines that an Advance is required, it shall on the Business Day preceding the related Distribution Date immediately following such Determination Date remit to the Securities Administrator from its own funds (or funds advanced by the applicable Servicer or the Servicing Administrator) for deposit in the Distribution Account immediately available funds in an amount equal to such Advance. The Master Servicer, each Servicer (other than Cenlar FSB) and the Servicing Administrator shall be entitled to be reimbursed for all Advances funded by it. Notwithstanding anything to the contrary herein, in the event the Master Servicer determines in its reasonable judgment that an Advance is nonrecoverable, the Master Servicer shall be under no obligation to make such Advance. If the Master Servicer determines that an Advance is nonrecoverable, it shall, on or prior to the related Distribution Date, deliver an Officer’s Certificate to the Trustee to such effect.

 

Section 5.06         Master Servicer Compensating Interest Payments.

 

The amount of the aggregate Master Servicing Fees payable to the Master Servicer in respect of any Distribution Date shall be reduced (but not below zero) by the amount of any Master Servicer Compensating Interest Payment for such Distribution Date. Such amount shall not be treated as an Advance and shall not be reimbursable to the Master Servicer.

 

ARTICLE VI

 

CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

 

Section 6.01         Duties of Trustee and the Securities Administrator

 

(a)           The Trustee, except during the continuance of an Event of Default, and the Securities Administrator each undertake to perform their respective duties and only such duties as are specifically set forth in this Agreement.  Any permissive right of the Trustee and the Securities Administrator provided for in this Agreement shall not be construed as a duty of the Trustee or the Securities Administrator, as the case may be. If an Event of Default has occurred and has not otherwise been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

 

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(b)           Each of the Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Securities Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee or the Securities Administrator pursuant to this Agreement and shall not be required to recalculate or verify any numerical information furnished to the Trustee or the Securities Administrator pursuant this Agreement.  Subject to the immediately preceding sentence, if any such resolution, certificate, statement, opinion, report, document, order or other instrument is found not to conform to the form required by this Agreement in a material manner the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to cause the instrument to be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders pursuant to Sections 6.02(d) and 6.02(f).

 

(c)           None of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall have any liability arising out of or in connection with this Agreement, except for its negligence or willful misconduct. No provision of this Agreement shall be construed to relieve the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

 

(i)          The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates as provided in Section 6.18 hereof;

 

(ii)         For all purposes under this Agreement, the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Holders of the Certificates and this Agreement;

 

(iii)       For all purposes under this Agreement, except when the Master Servicer is the Securities Administrator, the Securities Administrator shall not be deemed to have notice of any Event of Default (other than resulting from a failure by the Master Servicer to furnish information to the Securities Administrator or payment on a Distribution Date when required to do so) unless a Responsible Officer of the Securities Administrator has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Securities Administrator at the at the address provided in Section 11.07, and such notice references the Holders of the Certificates and this Agreement;

 

(iv)        No provision of this Agreement shall require the Trustee or the Securities Administrator (regardless of the capacity in which it is acting) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and none of the provisions contained in this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Depositor, the Master Servicer or any other Person under this Agreement, the Servicing Agreements or the Custodial Agreement; and

 

(v)         None of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be responsible for any act or omission of the Master Servicer (other than, in the case of the Securities Administrator, as provided in the next sentence), the Depositor, the Seller, the Servicers, the Custodian or the Controlling Holder. If the Master Servicer is the Securities Administrator, the Securities Administrator shall be responsible for any act or omission of the Master Servicer.

 

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(d)           The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however, that the Trustee shall promptly remit to the applicable Servicer (with a copy to the Master Servicer) upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit the Trustee to make a determination that the real property to which such document relates is a Mortgaged Property.

 

(e)           None of the Trustee, the Securities Administrator or the Master Servicer shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, the Securities Administrator or the Master Servicer or exercising any trust or power conferred upon the Trustee, the Securities Administrator or the Master Servicer under this Agreement.

 

(f)           Neither the Trustee nor the Securities Administrator shall be required to perform services under this Agreement, or to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the timely payment of its fees and expenses or the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer or any Servicer under this Agreement or any Servicing Agreement except, with respect to the Master Servicer, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.

 

(g)           Except as otherwise provided herein, neither the Trustee nor the Securities Administrator shall have any duty (A) to record, file, or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to maintain any such recording or filing or depositing or to undertake any rerecording, refiling or redepositing of any thereof, (B) to procure or maintain any insurance, (C) to pay or discharge any tax, assessment, or other governmental charge or penalty or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Master Servicer or any Servicer delivered to the Trustee or the Securities Administrator pursuant to this Agreement or any Servicing Agreement believed by the Trustee or the Securities Administrator, as applicable, to be genuine and to have been signed or presented by the proper party or parties.

 

(h)          None of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable, unless it shall be proved that the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable, was negligent in ascertaining the pertinent facts.

 

(i)           Notwithstanding anything in this Agreement to the contrary, none of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

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(j)         Neither the Trustee nor the Securities Administrator (regardless of the capacity in which it is acting) shall be responsible for the acts or omissions of the other, it being understood that this Agreement shall not be construed to render them agents of one another.

 

(k)         The duties and obligations of the Trustee, the Securities Administrator, the Paying Agent and the Certificate Registrar shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar and, in the absence of bad faith on the part of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such party that conform to the requirements of this Agreement.

  

Section 6.02         Certain Matters Affecting the Trustee and the Securities Administrator

 

Except as otherwise provided in Section 6.01:

 

(a)           Before taking or refraining from taking any actions hereunder, each of the Trustee and the Securities Administrator may request, and may rely and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

 

(b)           Each of the Trustee and the Securities Administrator may consult with counsel and any advice of its counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

 

(c)           Neither the Trustee nor the Securities Administrator shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

 

(d)           Unless an Event of Default shall have occurred and be continuing, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document (provided the same appears regular on its face), unless requested in writing to do so by the Holders of at least a majority in Class Principal Amount (or Percentage Interest) of each Class of Certificates or such other percentage specified in Section 2.05 with respect to actions described in Section 2.05; provided, however, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses from the Certificateholders as a condition to proceeding.  Except as otherwise provided in Section 2.05, the reasonable expense thereof shall be paid by the party requesting such investigation and shall not be paid by the Trust Fund; and, provided further, that in the case of an alleged breach of an Originator's representations and warranties, the provisions of Section 2.05 must be satisfied.

 

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(e)           Each of the Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians or attorneys, which agents, custodians or attorneys shall have any and all of the rights, powers, duties and obligations of the Trustee and the Securities Administrator conferred on them by such appointment; provided that each of the Trustee and the Securities Administrator shall continue to be responsible for its duties and obligations hereunder to the extent provided herein; provided further that the Trustee shall not be responsible for the duties and obligations of Wells Fargo Bank, N.A. in its capacity as any of the Custodian, the Paying Agent, the Authenticating Agent, the Securities Administrator or the Certificate Registrar under this Agreement or the Custodial Agreement, as applicable;

 

(f)           Neither the Trustee nor the Securities Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement, and the Trustee shall not be under any obligation to institute, conduct or defend any litigation hereunder or in relation hereto, in each case at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Securities Administrator, as applicable, security or indemnity reasonably satisfactory to the Trustee or the Securities Administrator against the costs, expenses and liabilities which may be incurred therein or thereby;

 

(g)          The right of the Trustee and the Securities Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the Securities Administrator shall be answerable for other than its negligence or willful misconduct in the performance of such act;

 

(h)          Neither the Trustee nor the Securities Administrator shall be required to give any bond or surety in respect of the execution of the Trust Fund created hereby or the powers granted hereunder; and

 

(i)           Neither the Trustee nor the Securities Administrator shall have any duty to conduct any affirmative investigation (including, but not limited to, reviewing any reports delivered to the Trustee in connection with the review of the Trustee Mortgage Files and the Trustee Credit Files) as to the occurrence of any condition requiring the repurchase of any Mortgage Loan pursuant to this Agreement, the Mortgage Loan Purchase and Sale Agreement, the Purchase Agreements or the Servicing Agreements, as applicable, or the eligibility of any Mortgage Loan for purposes of this Agreement including, without limitation, whether any mortgage loan is a Qualified Substitute Mortgage Loan, except as set forth in Section 2.05 with respect to the Trustee.

 

In the event either the Trustee or the Securities Administrator deems the nature of any action required on its part to be unclear, the Trustee or the Securities Administrator, as applicable, may require prior to such action that it be provided by the Depositor with reasonable further written instructions.

 

Section 6.03         Trustee and Securities Administrator Not Liable for Certificates.

 

The Trustee and the Securities Administrator make no representations as to the validity or sufficiency of this Agreement, the Custodial Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement or the Certificates (other than the certificate of authentication on the Certificates) or of any Mortgage Loan or related document, save that the Trustee and the Securities Administrator represent that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law.  The recitals contained herein and in the Certificates (other than the signature of the Trustee on the Certificates and the acknowledgements of the Trustee contained in Article II) shall not be taken as the statements of the Trustee and the Trustee does not assume any responsibility for their correctness. Neither the Trustee nor the Securities Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or of funds paid to the Depositor in consideration of the sale of the Mortgage Loans to the Trustee by the Depositor or for the use or application of any funds deposited into the Distribution Account or any other fund or account maintained with respect to the Certificates.  Neither the Trustee nor the Securities Administrator shall be responsible for the legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or intended to be issued hereunder.  Neither the Trustee nor the Securities Administrator shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

 

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Section 6.04         Trustee and Securities Administrator May Own Certificates

 

Each of the Trustee and the Securities Administrator (and any Affiliate or agent of either of them) in its individual or any other capacity may become the owner or pledgee of Certificates and may transact banking and trust business with the other parties hereto and their Affiliates with the same rights it would have if it were not Trustee, Securities Administrator or such Affiliate or agent, as applicable.

 

Section 6.05         Eligibility Requirements for Trustee and Securities Administrator

 

The Trustee hereunder shall at all times (i) be an institution insured by the FDIC, (ii) be a corporation or national banking association, organized and doing business under the laws of any State or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority and (iii) not be an Affiliate of the Master Servicer, any Servicer or the Servicing Administrator.  If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.06.

 

The Securities Administrator hereunder shall at all times (i) be an institution authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, (ii) be rated at least “A/F1” by Fitch and at least “A2/P-1” by Moody’s, or if not rated by Fitch or Moody’s, the equivalent rating by KBRA or S&P, and (iii) not be the Depositor, an Affiliate of the Depositor or, other than in the case of the initial Securities Administrator, the originator or servicer of any of the Mortgage Loans.

     

Section 6.06         Resignation and Removal of Trustee and the Securities Administrator

 

(a)           Each of the Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving 60 days’ written notice thereof to the Trustee or the Securities Administrator, as applicable, the Depositor and the Master Servicer.  Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or a successor securities administrator, as applicable, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or resigning Securities Administrator, as applicable, one copy to the successor trustee or successor securities administrator, as applicable, and one copy to the Master Servicer.  If no successor trustee or successor securities administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or resigning Securities Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable.  In the case of any such resignation by the Securities Administrator, if no successor securities administrator shall have been appointed and shall have accepted appointment within 60 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 6.06, then the Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement and shall be entitled to the fees of the Securities Administrator for so long as the Trustee performs such duties; provided, however, that the Trustee may engage a qualified entity to perform the duties of the Securities Administrator under Sections 6.21, 6.22, 6.23, 6.24 and 11.16 of this Agreement. The successor trustee shall notify each Rating Agency through the Rule 17g-5 Information Provider, the Servicers, the Servicing Administrator and the Master Servicer of any change of Trustee and the successor securities administrator shall notify each Rating Agency through the Rule 17g-5 Information Provider, the Servicers, the Servicing Administrator and the Master Servicer of any change of Securities Administrator.

 

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(b)           If at any time any of the following events shall occur: (i) the Trustee or the Securities Administrator ceases to be eligible in accordance with the provisions of Section 6.05 and fails to resign after written request therefor by the Depositor, (ii) the Securities Administrator fails to perform its obligations pursuant to Section 5.02 to make distributions to Certificateholders, which failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Securities Administrator by the Trustee or the Depositor, (iii) the Securities Administrator fails to provide a Back-up Certificate, Assessment of Compliance or an Accountant’s Attestation required under Sections 6.21, 6.23 and 6.24, respectively, by March 15 of each year in which Exchange Act reports are required, (iv) the Trustee or the Securities Administrator becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator of its property is appointed, or any public officer takes charge or control of the Trustee or the Securities Administrator or of the property or affairs of either for the purpose of rehabilitation, conservation or liquidation, (v) a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, or (vi) the continued use of the Trustee or the Securities Administrator would result in a downgrading of the rating by a Rating Agency of any Class of Certificates with a rating; then, in each such case, the Depositor shall remove the Trustee or the Securities Administrator, as applicable, and the Depositor shall appoint a successor trustee or successor securities administrator, as applicable, by written instrument, one copy of which instrument shall be delivered to the Trustee or Securities Administrator so removed, one copy to the successor trustee or successor securities administrator, as applicable, and one copy to the Master Servicer. If the same Person is acting as both the Securities Administrator and the Master Servicer, then the Depositor shall direct the Trustee to remove the Master Servicer in accordance with the provisions of Section 6.14, and the Trustee promptly upon such direction shall remove the Master Servicer in accordance therewith.

 

(c)           The Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon 30 days’ written notice to the Trustee or the Securities Administrator, as applicable, and to the Depositor remove the Trustee or the Securities Administrator, as applicable, by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee or Securities Administrator, as applicable, and one copy to the Master Servicer. The Depositor shall thereupon appoint a successor trustee or successor securities administrator, as applicable, in accordance with this Section.

 

(d)           Any resignation or removal of the Trustee or the Securities Administrator, as applicable, and appointment of a successor trustee or successor securities administrator pursuant to any of the provisions of this Section shall only become effective upon acceptance of appointment by the successor trustee or the successor securities administrator, as applicable, as provided in Section 6.07.

 

Section 6.07         Successor Trustee and Successor Securities Administrator

 

(a)           Any successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator, as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein.  The predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement, to the extent permitted thereunder), all Trustee Mortgage Files and Trustee Credit Files and documents and statements related to each Trustee Mortgage File and Trustee Credit File held by it hereunder, the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable, in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and responsibilities under this Agreement.  In addition, the Depositor and the predecessor trustee or predecessor securities administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all such rights, powers, duties and obligations. The predecessor securities administrator shall also deliver to the Depositor the Back-up Certificate with respect to the portion of the calendar year in which the predecessor securities administrator acted as Securities Administrator hereunder.

 

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(b)           No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such appointment such successor trustee or successor securities administrator, as applicable, shall be eligible under the provisions of Section 6.05.

 

(c)           Upon acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section 6.07, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such trustee or securities administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency through the Rule 17g-5 Information Provider.  The expenses of such mailing shall be borne by the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been removed without cause, such expenses will be borne by the Trust Fund.

 

Section 6.08         Merger or Consolidation of Trustee or Securities Administrator

 

Any Person into which the Trustee or Securities Administrator may be merged or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee or Securities Administrator shall be a party, or any Persons succeeding to the corporate trust business of the Trustee or Securities Administrator, shall be the successor to the Trustee or Securities Administrator 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 that such Person shall be eligible under the applicable provisions of Section 6.05.

 

Section 6.09         Appointment of Co-Trustee, Separate Trustee or Custodian

 

(a)           Notwithstanding any other provisions hereof, at any time, the Trustee, the Depositor or the Certificateholders evidencing more than 50% of the Class Principal Amount (or Percentage Interest) of every Class of Certificates shall have the power from time to time to appoint one or more Persons, approved by the Trustee, to act either as co-trustees jointly with the Trustee, or as separate trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its principal place of business where such separate trustee or co-trustee is necessary or advisable (or the Trustee has been advised by the Master Servicer that such separate trustee or co-trustee is necessary or advisable) under the laws of any state in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any state in which any portion of the Trust Fund is located.  The separate trustees, co-trustees, or custodians so appointed shall be trustees or custodians for the benefit of all the Certificateholders and shall have such powers, rights and remedies as shall be specified in the instrument of appointment; provided, however, that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Trustee.  The obligation of the Master Servicer to make Advances pursuant to Section 5.05 hereof shall not be affected or assigned by the appointment of a co-trustee.

 

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(b)           Every separate trustee, co-trustee, and custodian shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

 

(i)           all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Trustee;

 

(ii)           all other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee, co-trustee, or custodian jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations, including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction, shall be exercised and performed by such separate trustee, co-trustee, or custodian;

 

(iii)           no trustee or custodian hereunder shall be personally liable by reason of any act or omission of any other trustee or custodian hereunder; and

 

(iv)           the Trustee may at any time, by an instrument in writing executed by it, with the concurrence of the Depositor, accept the resignation of or remove any separate trustee, co-trustee or custodian, so appointed by it or them, if such resignation or removal does not violate the other terms of this Agreement.

 

(c)           Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee, co-trustee or custodian shall refer to this Agreement and the conditions of this Article VI.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the Trustee and a copy given to the Master Servicer.

 

(d)           Any separate trustee, co-trustee or custodian may, at any time, constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee, co-trustee or custodian shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

 

(e)           No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.05 hereunder and no notice to the Certificateholders of the appointment shall be required under Section 6.07 hereof.

 

(f)           The Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Trustee’s obligations hereunder.

 

(g)           The Trust Fund shall pay the reasonable compensation of the co-trustees (which compensation shall not reduce any compensation payable to the Trustee).

 

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Section 6.10         Authenticating Agents

 

(a)           The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates.  The Trustee hereby appoints the Securities Administrator as initial Authenticating Agent, and the Securities Administrator hereby accepts such appointment.  Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent must be a national banking association or a corporation organized and doing business under the laws of the United States of America or of any state, having a combined capital and surplus of at least $15,000,000, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities.

 

(b)           Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

 

(c)           Any Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee and the Depositor.  The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Depositor.  Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.10, the Trustee may appoint a successor authenticating agent, shall give written notice of such appointment to the Depositor and shall mail notice of such appointment to all Holders of Certificates.  Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.  No successor authenticating agent shall be appointed unless eligible under the provisions of this Section 6.10.  No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee or in accordance with the provisions of this Agreement.

 

Section 6.11         Indemnification of the Trustee, the Securities Administrator and the Master Servicer

 

Subject to the limitations described in clause (C) of the definition of Available Distribution Amount, Wilmington Trust, National Association, both in its individual capacity and in its capacity as Trustee hereunder, and Wells Fargo Bank, N.A., both in its individual capacity and in its capacities as Securities Administrator, Certificate Registrar, Paying Agent, Authenticating Agent and Master Servicer hereunder, and each of their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the sake of the Trust Fund any legal proceeding (including any arbitration provision contemplated hereby), whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its obligations under this Agreement and (ii) addressing any bankruptcy in any way related to or affecting this Agreement, the Purchase Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside Wilmington Trust, National Association (in the case of Wilmington Trust, National Association personnel, such costs to be calculated using standard market rates), in the case of the Trustee, or Wells Fargo Bank, N.A. (in the case of Wells Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates), in the case of the Master Servicer and the Securities Administrator. As of the Startup Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if such payments are ever made that they be characterized for purposes of the REMIC Provisions as "unanticipated expenses" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).

 

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In connection with any claim as to which indemnification is to be sought hereunder:

 

(i)         the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, shall give the Depositor written notice thereof promptly after the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, shall have knowledge thereof; provided that failure of the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as applicable, to provide such written notice shall not relieve the Trust Fund of the obligation to indemnify the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, under this Section 6.11;

 

(ii)          while maintaining control over its own defense, the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, shall cooperate and consult fully with the Depositor in preparing such defense; and

 

(iii)         notwithstanding anything to the contrary in this Section 6.11, the Trust Fund shall not be liable for settlement of any such claim by the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as applicable, entered into without the prior consent of the Depositor, which consent shall not be unreasonably withheld.

 

The indemnification obligations set forth in this Section shall survive the discharge of this Agreement and the termination or resignation of the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as applicable.

 

Section 6.12         Fees and Expenses of the Securities Administrator, the Certificate Registrar, the Paying Agent, Authenticating Agent, the Trustee and the Custodian

 

(a)         Compensation for the services of the Securities Administrator, the Certificate Registrar, the Paying Agent and the Authenticating Agent hereunder shall be paid from the Master Servicing Fee. The Securities Administrator shall be entitled to all disbursements and advancements incurred or made by the Securities Administrator in accordance with this Agreement (including fees and expenses of its counsel and all persons not regularly in its employment), except any such expenses arising from its negligence, bad faith or willful misconduct. Wells Fargo Bank, N.A. shall act as Securities Administrator for so long as it is Master Servicer under this Agreement.

 

(b)         As compensation for its services hereunder, the Trustee shall be entitled to receive the Trustee Fee, which shall be paid by the Master Servicer from the Distribution Account, as well as an initial acceptance fee of $3,500 to be paid by the Depositor. Each successor trustee hereby agrees to be bound by the terms of such arrangement. Any costs and expenses incurred by the Trustee shall be reimbursed in accordance with Section 6.11.

 

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(c)         The Master Servicer shall pay, from the Master Servicing Fee, the fees and expenses of the Custodian as specified in the Custodial Agreement, and if the Custodial Agreement is terminated, the Master Servicer shall pay such fees and expenses of any successor custodian pursuant to a new custodial agreement to be entered into among the Depositor, the Seller, the Trustee, the successor custodian and the Master Servicer.

 

Section 6.13         Collection of Monies

 

Except as otherwise expressly provided in this Agreement, the Trustee and the Securities Administrator may demand payment or delivery of, and shall receive and collect, all money and other property payable to or receivable by it pursuant to this Agreement.  The Trustee or the Securities Administrator, as applicable, shall hold all such money and property received by it as part of the Trust Fund and shall distribute it as provided in this Agreement.

 

Section 6.14         Events of Default; Trustee to Act; Appointment of Successor

 

(a)         The occurrence of any one or more of the following events shall constitute an “Event of Default”:

 

(i)         Any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 4.02 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or the Securities Administrator or to the Master Servicer, the Securities Administrator and the Trustee by the Holders of not less than 25% of the Class Principal Amount (or Class Notional Amount) of each Class of Certificates affected thereby;

 

(ii)         Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in (vii) and (viii) below) on the part of the Master Servicer contained 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 Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates (or in the case of a breach of its obligation to provide an Item 1123 Certificate, an Assessment of Compliance or an Accountant’s Attestation pursuant to Sections 6.22, 6.23 and 6.24, immediately without a cure period);

 

(iii)         A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days or a Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer;

 

(iv)         The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property;

 

(v)         The Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

 

(vi)         The Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a successor servicer as specified in Section 9.05 hereof;

 

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(vii)         If a representation or warranty set forth in Section 9.03 hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates;

 

(viii)         A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and Certificateholders holding more than 50% of the Aggregate Voting Interests of the Certificates;

 

(ix)         The purchase or holding of any Certificates by the Master Servicer or any master servicer transferee that is an insured depository institution (as such term is defined in the Federal Deposit Insurance Act) such that the Master Servicer or such master servicer transferee is required to consolidate any assets of the issuing entity on its financial statements under U.S. generally accepted accounting principles;

 

(x)         Any failure of the Master Servicer to make any Advances when such Advances are due, which failure continues unremedied for a period of one Business Day.

 

If an Event of Default described in clauses (i) through (ix) of this Section shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time as prescribed by this Section, the Trustee, by notice in writing to the Master Servicer may, and, if so directed in writing by Certificateholders evidencing either (i) more than 50% of the Class Principal Amount (or Class Notional Amount) of each Class of Certificates, or (ii) 50% of the aggregate Class Principal Amount of the Subordinate Certificates, or upon the occurrence of an Event of Default described in clause (x) of this Section, shall, terminate all of the rights and obligations of the Master Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof; provided, however, that in the case of the preceding clause (ii), the Trustee shall provide written notice to all of the Certificateholders within two Business Days of receiving such direction and shall not terminate the Master Servicer if, within 30 days of sending such written notice, the Trustee has received contrary instructions from Certificateholders evidencing more than 50% of the Aggregate Voting Interests of the Certificateholders. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer, and only in its capacity as Master Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Master Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee and the Securities Administrator in effecting the termination of the defaulting Master Servicer’s responsibilities and rights hereunder as Master Servicer including, without limitation, notifying the Servicers of the assignment of the master servicing function and providing the Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Trustee or its designee to assume the defaulting Master Servicer’s functions hereunder and the transfer to the Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Master Servicer in the Distribution Account and any other account or fund maintained with respect to the Certificates or thereafter received with respect to the Mortgage Loans. The Master Servicer being terminated pursuant to this Section 6.14 shall bear all costs of a master servicing transfer, including but not limited to those of the Trustee or Securities Administrator reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. If the same Person is acting as both the Securities Administrator and the Master Servicer, then the Trustee shall direct the Depositor to remove the Securities Administrator in accordance with the provisions of Section 6.06(b), and the Depositor promptly upon such direction shall remove the Securities Administrator in accordance therewith.

 

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Notwithstanding the termination of its activities as Master Servicer, each terminated Master Servicer shall continue to be entitled to reimbursement under this Agreement to the extent such reimbursement relates to the period prior to such Master Servicer’s termination. The successor master servicer shall not be required to purchase or reimburse the terminated Master Servicer's Advance receivables. For the avoidance of doubt, to the extent that the terminated Master Servicer and a successor master servicer have each made Advances in respect of the same Mortgage Loan, recovered amounts shall be used to reimburse the terminated Master Servicer and a successor master servicer in the order in which such Advances were made.

     

When a Responsible Officer of the Trustee has actual knowledge of the occurrence of an Event of Default, the Trustee shall promptly notify the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider of the nature and extent of such Event of Default. The Trustee or the Securities Administrator shall promptly give written notice to the Master Servicer upon the Master Servicer’s failure to fund Advances as required under this Agreement.

     

(b)         On and after the time the Master Servicer receives a notice of termination from the Trustee pursuant to Section 6.14(a) or the Trustee receives the written resignation of the Master Servicer pursuant to Section 9.06, the Trustee, unless, in either case, another master servicer shall have been appointed by the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as such under this Agreement and with respect to the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer hereunder, including the obligation to make Advances in accordance with Section 5.04; provided, however, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by this Agreement shall not be considered a default by the Trustee hereunder. The Trustee shall have no responsibility for any act or omission of the Master Servicer other than any act or omission performed by the Trustee in its capacity as a successor master servicer. In addition, the Trustee shall have no liability relating to the representations and warranties of the Master Servicer set forth in Section 9.03. In the Trustee’s capacity as successor master servicer, the Trustee shall have the same limitations on liability herein granted to the Master Servicer. As compensation for acting as successor master servicer hereunder, the Trustee shall be entitled to receive all compensation payable to the Master Servicer under this Agreement, including the Master Servicing Fee, subject to Section 6.14(d).

 

(c)         Notwithstanding the above, the Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000, which is a Fannie Mae or Freddie Mac-approved master servicer, and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties and liabilities of a master servicer, like the Master Servicer. Any entity designated by the Trustee as a successor master servicer may be an Affiliate of the Trustee; provided, however, that, unless such Affiliate meets the net worth requirements and other standards set forth herein for a successor master servicer, the Trustee, in its individual capacity, shall agree, at the time of such designation, to be and remain liable to the Trust Fund for such Affiliate’s actions and omissions in performing its duties hereunder.

 

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The Trustee and such successor shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession and may make other arrangements with respect to the master servicing to be conducted hereunder which are not inconsistent herewith. The Master Servicer shall cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the master servicing functions and providing the Trustee and successor master servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to assume the Master Servicer’s functions hereunder and transferring to the Trustee or such successor master servicer, as applicable, all amounts which shall at the time be or which should have been deposited by the Master Servicer in the Distribution Account and any other account or fund maintained with respect to the Certificates or thereafter be received with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor master servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor master servicer to cooperate as required by this Agreement, (iii) the failure of the predecessor master servicer to deliver the Mortgage Loan data to the Securities Administrator as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor master servicer. No successor master servicer (other than the Trustee, with respect to the failure of the Trustee to cooperate as set forth in subclause (ii) below) shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Securities Administrator to deliver, or any delay in delivering cash, documents or records to it related to such distribution, or (ii) the failure of Trustee or the Securities Administrator to cooperate as required by this Agreement.

 

Any successor master servicer shall execute and deliver to the Depositor, the Seller and the predecessor master servicer the certification required pursuant to the first sentence of Section 6.20(e).

 

(d)         In connection with such appointment and assumption of a successor master servicer, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted to the Master Servicer hereunder. 

 

(e)         To the extent that the costs and expenses incurred by the Trustee in connection with any alleged or actual default by the Master Servicer, the termination of the Master Servicer, any appointment of a successor master servicer and/or any transfer and assumption of master servicing by the Trustee or any successor master servicer (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with the investigation of any alleged or actual default by the Master Servicer, the evaluation of the potential termination and/or the actual termination of the Master Servicer and the appointment of a successor master servicer and (ii) all Master Servicing Transfer Costs) are not fully and timely reimbursed by the terminated master servicer, then (a) the successor master servicer shall deduct such amounts from any amounts that it otherwise would have paid to the predecessor master servicer in reimbursement of outstanding Advances, and the successor master servicer shall reimburse itself and the Trustee for any unreimbursed costs and expenses, and (b) if the Trustee is not required to be reimbursed by the Master Servicer or if such costs and expenses are not satisfied pursuant to clause (a) within 90 days, then the Trustee and the successor master servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account, subject to the limitations described in clause (C) of the definition of Available Distribution Amount.

 

Section 6.15         Additional Remedies of Trustee Upon Event of Default

 

During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 6.14, shall have the right, in its own name and as trustee of the Trust Fund, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith).  Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. 

 

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Section 6.16         Waiver of Defaults

 

More than 50% of the Aggregate Voting Interests of the Certificateholders may waive any event of default of a Servicer or the Servicing Administrator under the related Servicing Agreement or Event of Default by the Master Servicer in the performance of its obligations hereunder, except that a default in the making of any Advances or any required deposit to the Distribution Account that would result in a failure of the Paying Agent to make any required payment of principal of or interest on the Certificates may only be waived with the consent of 100% of the Certificateholders.  Upon any such waiver of a past default, such default shall cease to exist, and any event of default under a Servicing Agreement or Event of Default hereunder arising therefrom shall be deemed to have been remedied for every purpose of such Servicing Agreement and/or this Agreement, as applicable.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. 

 

Section 6.17         Notification to Holders

 

Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee (i) so long as the Master Servicer and the Securities Administrator are not the same Person, shall promptly notify the Securities Administrator in writing, and (ii) shall promptly mail notice thereof by first class mail to the Certificateholders at their respective addresses appearing on the Certificate Register.  The Trustee shall also, within 45 days after the date when a Responsible Officer of the Trustee has actual knowledge of the occurrence of any Event of Default, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  

Section 6.18         Directions by Certificateholders and Duties of Trustee During Event of Default

 

Subject to the provisions of Sections 6.16 and 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing not less than 25% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; provided, however, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as Master Servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which may be incurred therein or thereby; and, provided further, that, subject to the provisions of Section 8.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, (a) determines that the action or proceeding so directed may not lawfully be taken or (b) in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders. 

 

Section 6.19         Action Upon Certain Failures of the Master Servicer and Upon Event of Default.

 

In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

 

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Section 6.20         Preparation of Tax Returns and Other Reports.

 

(a)           The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof.  If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession).  The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.  

 

(b)           The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method.  The Securities Administrator shall also file a Form 8811 as required.  The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor.  The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders.  The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.

 

Section 6.21         Reporting to the Commission.

 

Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”  The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.  The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”  The Securities Administrator shall be entitled to rely on such representations in preparing and/or filing any such report.

 

(a)           Reports Filed on Form 10-D.

 

(i)           Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act.  The Securities Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto.  Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the parties set forth on Exhibit L hereto to the Depositor and the Securities Administrator and reviewed and approved or disapproved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.

 

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(ii)           As set forth on Exhibit L hereto, within 5 calendar days after the related Distribution Date, (1) the parties set forth thereon shall be required to provide to the Securities Administrator (at cts.sec.notifications@wellsfargo.com, with a copy by facsimile to 410-715-2380) and the Depositor, to the extent known by a Responsible Officer thereof, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable together with an additional disclosure notification in the form of Exhibit I hereto (an “Additional Disclosure Notification”) and (2) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.  The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

 

(iii)           After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review.  The Securities Administrator will provide a copy of the Form 10-D to the Depositor by the 11th calendar day after the related Distribution Date. On the 12th calendar day after the related Distribution Date, the Depositor will provide any changes or approval to the Securities Administrator (which may be furnished electronically).  In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the filing of the Form 10-D.  No later than the 13th calendar day after the related Distribution Date, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator.  If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (d)(ii) of this Section 6.21.  Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Securities Administrator.  Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 6.21(a) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties.  The Securities Administrator shall not have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

 

(b)           Reports Filed on Form 10-K.

 

(i)           On or prior to the 90th day after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2014, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 10-K required by the Exchange Act, in form and substance as required by the Exchange Act.  Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement, the Custodial Agreement and the applicable Servicing Agreement, (1) the Item 1123 Certificate for each Servicer, each Additional Servicer, the Master Servicer, the Servicing Administrator and the Securities Administrator as described under Section 6.22, (2)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Custodian, each Servicing Function Participant, the Master Servicer, the Servicing Administrator, the Securities Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 6.23 and the Custodial Agreement and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (3)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 6.24 and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (4) the certification required under Rule 13a-14(d) and 15d-14(d) under the Exchange Act executed by the Depositor (provided, however, that the Securities Administrator, at its discretion, may omit from the Form 10-K any annual compliance statement, Assessment of Compliance or Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (1) through (4) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit M hereto to the Depositor and the Securities Administrator and reviewed and approved or disapproved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.

 

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(ii)           As set forth on Exhibit M hereto, no later than March 15 following each fiscal year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in March 2014, (1) the parties set forth on Exhibit M shall be required to provide to the Securities Administrator (at cts.sec.notifications@wellsfargo.com with a copy by facsimile to 410-715-2380) and the Depositor, to the extent known by a Responsible Officer thereof, a notice in the form of Exhibit I hereto, along with, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with any applicable Additional Disclosure Notification and (2) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure or information in the Additional Disclosure Notification on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure or information from the Additional Disclosure Notification in Form 10-K pursuant to this paragraph.

 

(iii)           After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review. Within three (3) business days of receipt, but in no event later than March 25, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K.  In the absence of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form.  No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and related certifications required under the Exchange Act and return an electronic or fax copy of such documents (with an original executed hard copy to follow by overnight mail) to the Securities Administrator.  If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 6.21(d).  Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Securities Administrator.  The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.21(b) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and the Custodian, the Servicers and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties.  The Securities Administrator shall not have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

 

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(c)           Reports Filed on Form 8-K.

 

(i)           Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates.  Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be reported by the parties set forth on Exhibit N hereto to the Depositor and the Securities Administrator and reviewed and approved or disapproved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph.

 

(ii)           As set forth on Exhibit N hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (1) the parties to this transaction shall be required to provide to the Securities Administrator (at cts.sec.notifications@wellsfargo.com with a copy by facsimile to 410-715-2380) and the Depositor, to the extent known by a Responsible Officer thereof, a notice in the form of Exhibit I attached hereto, along with, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification and (2) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information.  The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed in Exhibit N of their duties under this paragraph and will not solicit from such parties any Form 8-K Disclosure Notification.

 

(iii)           After preparing the Form 8-K, the Securities Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the filing of the Form 8-K. No later than noon (New York City time) on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 6.21(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.21(c) related to the timely preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties. The Securities Administrator shall not have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.

 

(d)           Delisting; Amendments; Late Filings.

 

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(i)           If the Depositor determines that the requirements for suspension of the Trust Fund’s Exchange Act reporting requirements set forth in Rule 15d-22(b) of the Exchange Act and any other applicable regulation are satisfied, it shall so notify the Securities Administrator. Following receipt of such notice, the Securities Administrator shall prepare and file a Form 15 Suspension Notification with respect to the Trust Fund under the Exchange Act (a “Form 15”).  Subsequent to the filing of a Form 15, if the Depositor determines that the Trust Fund has once again become subject to the Exchange Act reporting requirements, then it shall promptly notify the Securities Administrator, and the Securities Administrator shall recommence preparing and filing required Exchange Act reports. Prior to January 30 of the following calendar year, the Securities Administrator shall, if directed to do so by the Depositor, in accordance with industry standards, prepare and file a Form 15.

 

In connection with any direct offering of Certificates by the Depositor, in an offering registered with the Commission, subsequent to the filing of a Form 15 pursuant to the preceding paragraph: (1) the Depositor shall notify the Securities Administrator in writing not less than 10 days prior to the date on which such offering will be made; (2) the Depositor shall cause to be prepared and filed the initial current report on Form 8-K required to be filed in connection with such offering; (3) the Securities Administrator, as directed by the Depositor, shall file a report on Form 10-D for the Distribution Date following the month in which such offering occurs and, thereafter, any reports on forms 8-K, 10-K and 10-D in respect of the Trust Fund as and to the extent required under the Exchange Act, as set forth in this Section (other than the report referred to in clause (2) above); (4) the Depositor shall be responsible for notifying the other parties to the transaction of such offering and that the obligations of such parties to provide information in connection with the Depositor’s  Exchange Act reporting requirements have been reinstated; and (5) the Depositor shall be responsible for all reasonable fees and expenses incurred by the Securities Administrator in connection with such offering, including its review and approval of any offering document and any amendment to any transaction document made in connection with such offering.

 

(ii)           In the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator will promptly, but no later than within one Business Day, notify electronically the Depositor.  In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-D/A or 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act.  In the case of Form 8-K, the Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D.  In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended to include additional disclosure in connection with any additional Form 10-D disclosure (other than for the purpose of restating any Distribution Date Statement), additional Form 10-K or Form 8-K disclosure information, the Securities Administrator will electronically notify the Depositor and the affected parties and the Securities Administrator shall prepare and file, and such parties will cooperate in the preparation and filing of any necessary Form 8-K/A, 10-D/A or 10-K/A.  Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer in charge of securitization of the Depositor.  The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.21(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section.  The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

 

Notwithstanding anything to the contrary herein, the Securities Administrator shall not file any Form 8-K, Form 10-D or Form 10-K as to which it has received from the Depositor a notice to the effect that, upon review of the proposed filing, the Depositor does not approve of such filing.

 

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(e)         Sarbanes-Oxley Certification Back-up.

 

In connection with the annual certification to be delivered by the Depositor pursuant to Rules 13a-14d and 15d-14(d) of the Exchange Act, each Servicer, pursuant to the applicable Servicing Agreement, the Master Servicer and the Securities Administrator shall provide, and each Servicer, pursuant to the applicable Servicing Agreement, the Master Servicer and the Securities Administrator shall cause any Servicing Function Participant engaged by it to provide, to the Depositor, by March 15 following each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certificate”), in the form attached hereto as Exhibit J (or in such other form attached to the applicable Servicing Agreement), upon which the Depositor and its officers, directors and Affiliates can reasonably rely. In the event that a Servicer, the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, any Servicing Agreement or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certificate to the Depositor pursuant to this Section 6.21(e) with respect to the period of time it was subject to this Agreement, such Servicing Agreement or any applicable sub-servicing agreement, as the case may be.

 

The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer the Back-Up Certificate as may be required pursuant to such Servicing Agreement.

 

Section 6.22         Annual Statements of Compliance.

 

(a)         The Master Servicer, the Securities Administrator, the Servicing Administrator and each Servicer shall deliver or otherwise make available (and the Master Servicer, the Securities Administrator, the Servicing Administrator and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Securities Administrator on or before March 1 of each year, commencing in March 2014, an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, the applicable Servicing Agreement or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement.

 

(b)         In the event the Master Servicer, the Securities Administrator or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicer, as the case may be, such party shall provide an Item 1123 Certificate pursuant to this Section 6.22 or as required under such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

 

(c)         The Master Servicer shall enforce any obligation of any Servicer and the Servicing Administrator, to the extent set forth in the related Servicing Agreement, to deliver to the Depositor an Item 1123 Certificate.

 

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Section 6.23         Annual Assessments of Compliance.

 

(a)         On or before March 1 of each calendar year, commencing in March 2014, the Master Servicer, the Servicing Administrator, the Securities Administrator, the Custodian and each Servicer, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish or otherwise make available, each at its own expense, to the Securities Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (an “Assessment of Compliance”) that contains:

 

(A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria,

 

(B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria,

 

(C) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.21(b) including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria,

 

(i) a discussion of each such failure and the nature and status thereof,

 

(ii) in the case of the Master Servicer, the Servicing Administrator, the Securities Administrator and the Custodian, disclosure for inclusion in any Form 10-K that will be prepared and filed for the Trust Fund pursuant to Section 6.21(b) of this Agreement describing whether the noncompliance that led to the determination that there was a material instance of noncompliance with relevant servicing for such party’s platform involved the Trust Fund, without regard to whether such noncompliance involving the Trust Fund resulted in the disclosure of material noncompliance pursuant to Item 1123 of Regulation AB, and

 

(iii) in the case of each Servicer such other information as is required under the terms of the applicable Servicing Agreement, and

 

(D) a statement that a registered public accounting firm has issued an Accountant’s Attestation on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period.

 

(b)         No later than the end of each fiscal year for the Trust Fund for which a 10-K is required to be filed, each Servicer, the Servicing Administrator and the Master Servicer shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same Person). When the Master Servicer, each Servicer and the Servicing Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Securities Administrator, such parties will also at such time include the Assessments of Compliance (and Accountant’s Attestation), pursuant to Sections 6.23 and 6.24, of each Servicing Function Participant engaged by it.

 

(c)         Promptly after receipt of each Assessment of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Servicing Administrator, the Securities Administrator, each Servicer, the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit K or the applicable exhibit to the related Servicing Agreement in respect of each Servicer and the Servicing Administrator and notify the Depositor of any exceptions.  

 

(d)         In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide an Assessment of Compliance pursuant to this Section 6.23, or to such other applicable agreement, notwithstanding any termination, assignment or resignation.

 

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(e)         The Master Servicer shall enforce any obligation of the Servicers, the Servicing Administrator and the Custodian, to the extent set forth in related the Servicing Agreements or the Custodial Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreements or the Custodial Agreement, as applicable.  The Master Servicer shall include all Assessments of Compliance received by it from the Servicers, the Servicing Administrator and the Custodian with its own Assessment of Compliance to be submitted to the Securities Administrator pursuant to this Section.

 

(f)         The obligations of each party to provide assessments of compliance and attestations under this Section 6.23 and Section 6.24 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund, but shall become effective after such a filing if the Trust Fund is required to continue to file reports under the Exchange Act as contemplated in Section 6.21(d)(i).

 

Section 6.24         Accountant’s Attestation.

 

(a)         On or before March 1 of each calendar year, commencing in 2014, the Master Servicer, the Servicing Administrator, the Securities Administrator, the Custodian and each Servicer, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Servicing Administrator, the Securities Administrator, a Servicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (the “Accountant’s Attestation”) to the Securities Administrator and to the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria.  In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.  Such report must be available for general use and not contain restricted use language.

 

(b)         Promptly after receipt of each Accountant’s Attestation from the Master Servicer, each Servicer, the Servicing Administrator, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review such reports and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each Assessment of Compliance is coupled with an Accountant’s Attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

 

(c)         The Master Servicer shall include each Accountant’s Attestation furnished to it by the Servicers, the Servicing Administrator and the Custodian with its own Accountant’s Attestation to be submitted to the Securities Administrator pursuant to this Section.

 

(d)         In the event the Master Servicer, the Servicing Administrator, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, the Custody Agreement or a Servicing Agreement, as the case may be, such party shall at its own expense cause a registered public accounting firm to provide an Accountant’s Attestation pursuant to this Section 6.24, or other applicable agreement, notwithstanding any such termination, assignment or resignation.

 

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(e)         The Master Servicer shall enforce any obligation of the Servicers, the Servicing Administrator and the Custodian, to the extent set forth in the related Servicing Agreements and the Custodial Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within the timeframe set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreements or the Custodial Agreement, as applicable.  

 

Section 6.25         Intention of the Parties and Interpretation; Indemnification.

 

Each of the parties acknowledges and agrees that the purpose of Sections 6.21, 6.22, 6.23 and 6.24 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB promulgated by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to such clarification and interpretive advice as may be issued by the staff of the Commission from time to time.  Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) each party shall comply with the reasonable requests made by the Depositor for delivery of such additional or different information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, which information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably requested, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

 

Each of the Master Servicer, the Securities Administrator, the Custodian and any Servicing Function Participant engaged by any such party shall indemnify and hold harmless the Depositor and its Affiliates and each of their directors, officers, employees, agents, and affiliates from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) any breach by such party of any of its obligations hereunder, including particularly its obligations to provide any Statement of Compliance, Assessment of Compliance or Accountant’s Attestation required under Sections 6.22, 6.23 and 6.24, respectively, or any information, data or materials required to be included in any Exchange Act report or (b) any material misstatement or material omission in any Statement of Compliance, Assessment of Compliance, Accountant’s Attestation delivered by it or by any Servicing Function Participation engaged by it pursuant to this Agreement or any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure concerning such party.  If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or its Affiliates, as the case may be, then each such party agrees that it shall contribute to the amount paid or payable by the Depositor and its Affiliates, as applicable, as a result of any claims, losses, damages or liabilities incurred by such party, in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the indemnifying party on the other.  This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

 

ARTICLE VII

 

PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND

 

Section 7.01         Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans.

 

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(a)         The respective obligations and responsibilities of the Trustee, the Securities Administrator and the Master Servicer created hereby (other than the obligation of the Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the distribution of proceeds in connection with the exercise of the Clean-up Call and (iii) the Distribution Date immediately following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.  Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a “qualified liquidation” under the REMIC Provisions.

 

(b)         In connection with an exercise of the Clean-up Call, the Trustee, at the direction of the Securities Administrator, shall cause each REMIC to adopt a plan of complete liquidation by complying with the provisions of Section 7.03. 

 

(c)         The Depositor, the Master Servicer, each Servicer, the Servicing Administrator, the Securities Administrator, the Trustee and the Custodian shall be paid or reimbursed from the Clean-up Call Price for any Advances, Servicing Advances, accrued and unpaid Servicing Fees (including, in the case of Mortgage Loans serviced by Cenlar FSB, any accrued and unpaid Servicing Administrator Fees allocable therefrom), Master Servicing Fees and Trustee Fees or other amounts with respect to the related Mortgage Loans that are payable or reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custodial Agreement prior to distributions to any Certificateholder.

 

(d)         On any date on which the Aggregate Stated Principal Balance is less than ten percent (10%) of the Aggregate Stated Principal Balance as of the Cut-off Date, the Master Servicer may terminate the Trust Fund by purchasing all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price. The Master Servicer shall provide to the Securities Administrator not less than thirty (30) days prior written notice of its intent to exercise its purchase and termination right under this Section 7.01(d) and comply with the requirements of this Article VII to effect a “qualified liquidation” under the REMIC Provisions. The Depositor, the Securities Administrator and the Trustee hereby consent to any such exercise.

 

Section 7.02         Procedure Upon Redemption and Termination of Trust Fund

 

(a)           If on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall direct the Securities Administrator promptly to send a final distribution notice to each Certificateholder.  Such notice shall specify (A) the Distribution Date upon which final distribution on the Certificates of all amounts required to be distributed to Certificateholders pursuant to Section 5.02 will be made upon presentation and surrender of the Certificates at the Certificate Registrar’s Corporate Trust Office, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Registrar therein specified.  The Securities Administrator shall give such notice to the Trustee, the Master Servicer and the Certificate Registrar at the time such notice is given to Holders of the Certificates.  Upon any such termination, the duties of the Certificate Registrar with respect to the Certificates shall terminate.

 

Upon termination of the Trust Fund, the Securities Administrator shall terminate, or request the Master Servicer to terminate, the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Securities Administrator’s obligation hereunder to hold all amounts payable to Certificateholders in trust without interest pending such payment.

 

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(b)           In the event that all of the Holders do not surrender their Certificates for cancellation within three months after the time specified in the termination notice, the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto.  If within one year after the second notice any Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps to contact the remaining Certificateholders concerning surrender of such Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders.  If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Securities Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders.  No interest shall accrue on any amount held by the Securities Administrator and not distributed to a Certificateholder due to such Certificateholder’s failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section.

 

(c)           Any reasonable expenses incurred by the Securities Administrator or the Trustee in connection with any redemption or termination or liquidation of the Trust Fund shall be reimbursed from proceeds received from the liquidation of the Trust Fund.

 

Section 7.03         Additional Trust Fund Termination Requirements

 

(a)           Any termination of the Trust Fund in connection with the Clean-up Call or involving any other sale of assets of the Trust Fund prior to the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund shall be effected in accordance with the following additional requirements, unless the Securities Administrator and the Trustee receive an Opinion of Counsel (at the expense of the party exercising any right of termination), addressed to the Securities Administrator and the Trustee to the effect that the failure of the Trust Fund to comply with the requirements of this Section 7.03 will not result in an Adverse REMIC Event:

 

(i)           Within 89 days prior to the time of the making of the final payment on the Certificates, upon notification that a party intends to exercise its option to cause the termination of the Trust Fund, the Trustee, at the direction of the Securities Administrator, shall adopt a plan of complete liquidation of the Trust Fund on behalf of each REMIC, meeting the requirements of a qualified liquidation under the REMIC Provisions, in the form prepared and provided by the party exercising its termination right in connection with a Clean-up Call or by the Depositor in connection with any other termination of the Trust Fund;

 

(ii)           Any sale of the Mortgage Loans upon the exercise of a Clean-up Call shall be a sale for cash and shall occur at or after the time of adoption of such a plan of complete liquidation and prior to the time of making of the final payment on or credit to the Certificates, and upon the closing of such a sale, the Trustee shall deliver or cause the Custodian to deliver the Mortgage Loans to the purchaser thereof as instructed by the party exercising the Clean-up Call;

 

(iii)           On the date specified for final payment of the Certificates, the Securities Administrator shall make final distributions of principal and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for payment of any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at that time; and

 

(iv)           In no event may the final payment on or credit to the Certificates or the final distribution or credit to the Holders of the Residual Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted.

 

(b)           By its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted by the Trustee at the direction of the Securities Administrator under this Section and to take such other action in connection therewith as may be reasonably requested by the Securities Administrator or any Servicer.

 

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ARTICLE VIII

 

RIGHTS OF CERTIFICATEHOLDERS

 

Section 8.01         Limitation on Rights of Holders

 

(a)           The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of this Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.  Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the Trustee, the Master Servicer or the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

 

(b)           No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue of or by availing itself of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, and unless, except as otherwise specified herein, the Holders of Certificates evidencing not less than 25% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class affected thereby shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent with such written request has been given such Trustee during such sixty-day period by such Certificateholders; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder, the Securities Administrator and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of or by availing itself of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

 

Section 8.02         Access to List of Holders

 

(a)           If the Trustee is not acting as Certificate Registrar, the Certificate Registrar will furnish or cause to be furnished to the Trustee, within fifteen days after receipt by the Certificate Registrar of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Certificateholders of each Class as of the most recent Record Date.

 

(b)           If three or more Holders or Certificate Owners (hereinafter referred to as “Applicants”) apply in writing to the Certificate Registrar, and such application states that the Applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Certificate Registrar shall, within five Business Days after the receipt of such application, afford such Applicants reasonable access during the normal business hours of the Certificate Registrar to the most recent list of Certificateholders held by the Certificate Registrar or shall, as an alternative, send, at the Applicants’ expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

 

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(c)           Every Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving and holding a Certificate, agrees with the Depositor, the Master Servicer, the Securities Administrator, the Certificate Registrar and the Trustee that neither the Depositor, Master Servicer, the Securities Administrator, the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

 

Section 8.03         Acts of Holders of Certificates

 

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders or Certificate Owners, if the Holder is a Clearing Agency, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and the Securities Administrator and, where expressly required herein, to the Master Servicer.  Such instrument or instruments (as the action embodies therein and evidenced thereby) are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agents shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Securities Administrator and the Master Servicer, if made in the manner provided in this Section.  Each of the Trustee, the Securities Administrator and the Master Servicer shall promptly notify the others of receipt of any such instrument by it, and shall promptly forward a copy of such instrument to the others.

 

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the individual executing the same, may also be proved in any other manner which the Trustee or the Securities Administrator deems sufficient.

 

(c)           The ownership of Certificates (whether or not such Certificates shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Trustee) shall be proved by the Certificate Register, and none of the Trustee, the Securities Administrator, the Master Servicer or the Depositor shall be affected by any notice to the contrary.

 

(d)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Securities Administrator or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.

 

ARTICLE IX

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER

 

Section 9.01         Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations.

  

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(a)         The Master Servicer, on behalf of the Trustee and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer and the Servicing Administrator duly and punctually to perform and observe the covenants, duties, obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of each Servicer to the Distribution Account pursuant to the related Servicing Agreement. The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions. The Master Servicer shall not approve any modification of a Mortgage Loan to extend the maturity date of such Mortgage Loan past the Latest Possible Maturity Date of the Certificates. In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-day servicing activities of any Servicer or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicer.

 

Upon the occurrence of an event that, unless cured, would constitute grounds for termination of a Servicer under the related Servicing Agreement, the Master Servicer shall promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall, if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Servicing Agreement; (ii) exercise any rights it may have to enforce the related Servicing Agreement against such Servicer; and/or (iii) waive any such default under such Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may, at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the related Servicing Agreement unless such a waiver has been obtained.

 

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(b)         Upon any termination by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing Agreement, the rights and powers of such Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement, unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer shall be a Fannie Mae- or Freddie Mac-approved Person that is a member in good standing of MERS; provided, further, that no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that permitted to a Servicer under the related Servicing Agreement if such increase is, in its good faith and judgment, necessary or advisable to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount necessary to induce any successor servicer to act as successor servicer hereunder.  To the extent the successor servicer assumes the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders.

 

The Master Servicer shall pay the costs of such enforcement (including the termination of the Servicer or the Servicing Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer's request for reimbursement therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in (i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will reimburse such amounts to the Trust Fund.

 

If the Master Servicer assumes the servicing or servicing administration with respect to any of the Mortgage Loans, it will not assume liability for the representations and warranties of any Servicer or the Servicing Administrator being replaced or for the errors or omissions of such Servicer or the Servicing Administrator.

 

(c)         Upon any termination of the rights and powers of any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying in such notice that the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has succeeded the Servicer or the Servicing Administrator, as applicable, under such Servicing Agreement, which notice shall also specify the name and address of any such successor servicer or successor servicing administrator .

 

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Section 9.02         Assumption of Master Servicing by Trustee.

 

(a)         In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default under this Agreement), the Trustee shall thereupon, in accordance with the terms of Section 6.14 hereof, assume all of the rights and obligations of such Master Servicer hereunder and under each Servicing Agreement entered into with respect to the Mortgage Loans or shall appoint as successor master servicer a Fannie-Mae or Freddie Mac-approved servicer that is acceptable to the Depositor and each Rating Agency. The Trustee, its designee or any successor master servicer appointed by the Trustee shall be deemed to have assumed all of the replaced Master Servicer’s interest herein and, with respect to each Servicing Agreement, shall be deemed to have assumed all of the replaced Master Servicer's interest therein to the same extent as if such Servicing Agreement had been assigned to the assuming party; provided that the replaced Master Servicer shall not thereby be relieved of any liability or obligations of such replaced Master Servicer under such Servicing Agreement accruing prior to its replacement as Master Servicer, and shall be liable to the Trustee or any successor master servicer therefor, and hereby agrees to indemnify and hold harmless the Trustee or any successor master servicer from and against all costs, damages, expenses and liabilities (including reasonable attorneys’ fees) incurred by the Trustee or any successor master servicer as a result of such liability or obligations of the replaced Master Servicer and in connection with the Trustee’s or such successor master servicer’s assumption (but not its performance, except to the extent that costs or liability of the Trustee or any successor master servicer are created or increased as a result of negligent or wrongful acts or omissions of the replaced Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities thereunder.

 

(b)         The replaced Master Servicer shall, upon request of the Trustee but at the expense of such replaced Master Servicer, deliver to the assuming party all documents and records relating to each Servicing Agreement and the related Mortgage Loans and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of each Servicing Agreement to the assuming party.

 

Section 9.03         Representations, Warranties and Covenants of the Master Servicer.

 

(a)         The Master Servicer hereby represents and warrants to the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, for the benefit of the Certificateholders, as of the Closing Date that:

    

(i)         it is validly existing and in good standing under the laws of the United States of America as a national banking association, and as Master Servicer has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer;

 

(ii)         the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not (A) violate the Master Servicer’s charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which it is bound or to which any of its assets are subject, which violation, default or breach would materially and adversely affect the Master Servicer’s ability to perform its obligations under this Agreement;

 

(iii)         this Agreement constitutes, assuming due authorization, execution and delivery hereof by the other respective parties hereto, a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

 

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(iv)         the Master Servicer is not in default with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency to the extent that any such default would materially and adversely affect its performance hereunder;

 

(v)         the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability as Master Servicer to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Master Servicer of its obligations under this Agreement;

 

(vi)         no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement;

 

(vii)         the Master Servicer, or an affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans, is a Fannie Mae- or Freddie Mac-approved seller/servicer;

 

(viii)         no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except such consents, approvals, authorizations and orders (if any) as have been obtained; and

 

(ix)         the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer.

 

(b)         It is understood and agreed that the representations and warranties set forth in this Section shall survive the execution and delivery of this Agreement. In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement.

 

Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery of such breach by either the Depositor, the Master Servicer or the Trustee or written notice thereof by any one of such parties to the other parties.

 

The Master Servicer shall not be responsible for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder.

 

(c)         The Master Servicer covenants and agrees that it shall not hold or purchase any Certificate if its holding or purchase of such Certificate (or interest therein) would cause the Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial statements.

 

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If the Master Servicer's holding or purchase of a Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of such Certificate retroactive to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein) in violation of the restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator. The proceeds of such sale, net of the commissions (which may include commissions payable to the Securities Administrator or its affiliates), expenses and taxes due, if any, shall be remitted by the Securities Administrator to the Master Servicer. The terms and conditions of any sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion. The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in a Consolidation.

 

(d)         The Master Servicer covenants and agrees that it shall not transfer its master servicing rights and duties under this Agreement to an insured depository institution, as such term is defined in the Federal Deposit Insurance Act (an “insured depository institution”, and any such insured depository institution in such capacity, a “master servicer transferee”) unless the Master Servicer shall have received a representation from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Depositor and the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition.

 

Section 9.04         Compensation to the Master Servicer.

 

The Master Servicer shall be entitled to be paid from the Trust Fund, and shall either retain or withdraw from the Distribution Account, (i) its Master Servicing Fee with respect to each Distribution Date, (ii) all amounts necessary to reimburse itself for any previously unreimbursed Advances, Servicer Advances and Nonrecoverable Advances in accordance with the definition of “Available Distribution Amount” and (iii) in accordance with the second paragraph of Section 9.01(b), the cost of any enforcement action taken by it under Section 9.01 hereof, including, without limitation, any costs incurred in connection with the termination of a Servicer or the Servicing Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the servicing or servicing administration by the Master Servicer. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.

 

In addition, the Depositor agrees, except as otherwise expressly provided herein, to reimburse the Master Servicer, upon its request, for all reasonable expenses, disbursements and advances incurred or made by the Master Servicer in connection with the performance of its duties hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), to the extent not otherwise reimbursed pursuant to this Agreement, except any such expense, disbursement or advance as may be attributable to its willful misfeasance, bad faith or negligence.

 

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Section 9.05         Merger or Consolidation.

 

Any Person into which the Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall be the successor to the Master Servicer 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 resulting Person to the Master Servicer or any Affiliate thereof whose primary business is the servicing of conventional residential mortgage loans shall be a Person that shall be qualified and approved to service mortgage loans for Fannie Mae or Freddie Mac and shall have a net worth of not less than $15,000,000.

 

Section 9.06         Resignation of Master Servicer.

 

Except as otherwise provided in Sections 9.05 and 9.07 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and such conflict cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer shall have been appointed by the Trustee and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee.

 

If, at any time, the Master Servicer resigns under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event, the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject to the provisions of Section 9.02(a)).

     

Section 9.07         Assignment or Delegation of Duties by the Master Servicer.

 

Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld), to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer. Such successor master servicer shall also pay the fees of the Securities Administrator, as provided herein, and of the Custodian, as provided in the Custodial Agreement.

 

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Section 9.08         Limitation on Liability of the Master Servicer and Others.

 

Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Trustee or the Certificateholders 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 Master Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer 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 Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor out of the Distribution Account.

 

The Master Servicer shall not be liable for any acts or omissions of any Servicer except to the extent that damages or expenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers under this Agreement.

 

Section 9.09         Indemnification; Third-Party Claims.

 

In addition to any indemnity required pursuant to Section 6.25 hereof, the Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee to indemnification under this Section 9.09, whereupon the Master Servicer shall assume 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 them in respect of such claim.

 

Section 9.10         Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy.

 

The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

 

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ARTICLE X

 

REMIC ADMINISTRATION

 

Section 10.01         REMIC Administration

 

(a)           REMIC elections as set forth in the Preliminary Statement to this Agreement shall be made by the Trustee at the direction of the Securities Administrator on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued.  The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement to this Agreement.

 

(b)           The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 86OG(a)(9) of the Code.  The “latest possible maturity date” for each REMIC for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date.

 

(c)           The Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto.  The Securities Administrator shall pay any and all tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Securities Administrator in fulfilling its duties hereunder (including its duties as tax return preparer).  The Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Distribution Account; provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports required under Section 6.20 and this Section.

 

(d)           The Securities Administrator shall prepare and file, and the Trustee shall sign, as instructed by the Securities Administrator, all of each REMIC’s federal and appropriate state tax and information returns as such REMIC’s direct representative.  The expenses of preparing and filing such returns shall be borne by the Securities Administrator.  In preparing such returns, the Securities Administrator shall, with respect to each REMIC created hereunder other than the Upper-Tier REMIC (each such REMIC, a “Non-Upper-Tier REMIC”):  (i) treat the accrual period for interests in such Non-Upper-Tier REMIC as the calendar month; (ii) account for distributions made from such Non-Upper-Tier REMIC as made on the first day of each succeeding calendar month; (iii) use the aggregation method provided in Treasury Regulation section 1.1275-2(c); and (iv) account for income and expenses related to such Non-Upper-Tier REMIC in the manner resulting in the lowest amount of excess inclusion income possible accruing to the Holder of the residual interest in such Non-Upper-Tier REMIC.

 

(e)           The Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority.  Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.

 

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(f)           The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall, to the extent within their knowledge and control, take such actions as may be necessary to maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to maintain such status.  None of the Trustee, the Securities Administrator, the Master Servicer or the Holder of any Residual Certificate shall knowingly take any action, cause any 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 result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action or not to take such action) to the effect that the contemplated action (or inaction, as the case may be) will not cause an Adverse REMIC Event.  In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the other Residual Certificateholders.  The Trustee, the Securities Administrator and the Master Servicer may consult with counsel (and conclusively rely upon the advice of such counsel) to make such written advice, and the cost of the same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event shall such cost be an expense of the Trustee, Securities Administrator or the Master Servicer.

 

(g)           Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities.  To the extent that such taxes are not paid by a Residual Certificateholder, the Securities Administrator or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be.

 

(h)           The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis.

 

(i)           No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement.

 

(j)           None of the Trustee, the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services.

 

(k)           The Holder (or, if there is more than one such Holder, the Holder with the largest Percentage Interest) of the Class LT-R Certificate is hereby designated as “tax matters person” with respect to the Lower-Tier REMIC and the Holder of the Class R Certificate (or, if there is more than one such Holder, the Holder with the largest Percentage Interest) is hereby designated as “tax matters person” with respect to the Upper-Tier REMIC and each such Holder shall be deemed by the acceptance of its Certificate to have appointed the Securities Administrator to act as its agent to perform the duties of the “tax matters person” for each such REMIC.

 

Section 10.02         Prohibited Transactions and Activities. 

 

None of the Depositor, the Master Servicer or the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of each REMIC pursuant to Article VII of this Agreement, (iv) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (v) a sale of a Mortgage Loan to a governmental entity acquiring such Mortgage Loan through the exercise of its power of eminent domain pursuant to Section 2.08 of this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (a) result in an Adverse REMIC Event, (b) adversely affect the distribution of interest or principal on the Certificates or (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement). In no event shall the Trust Fund incur additional secured or unsecured debt.

 

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Section 10.03         Indemnification With Respect to Prohibited Transactions or Loss of REMIC Status.

 

Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied.  Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

 

Section 10.04         REO Property.

 

(a)         Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not, except to the extent provided in the applicable Servicing Agreement, knowingly permit any Servicer to rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause an Adverse REMIC Event unless the applicable Servicer has provided to the Trustee and the Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not result in an Adverse REMIC Event.

 

(b)         The Depositor shall cause the applicable Servicer (to the extent provided in the Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Depositor shall, or shall cause the applicable Servicer (to the extent provided in the Servicing Agreement) to, dispose of any REO Property within three years of its acquisition by the Trust Fund unless the Depositor or the applicable Servicer (on behalf of the Trust Fund) has received an extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without causing an Adverse REMIC Event. If such an extension has been received, then the Depositor, acting on behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If such an extension has not been received and the Depositor or the applicable Servicer, acting on behalf of the Trust Fund hereunder, is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund, or if such an extension has been received and the Depositor or the applicable Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Depositor shall cause the applicable Servicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

 

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ARTICLE XI

 

MISCELLANEOUS PROVISIONS

 

Section 11.01         Binding Nature of Agreement; Assignment

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

Section 11.02         Entire Agreement

 

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

 

Section 11.03         Amendment

 

(a)           This Agreement may be amended from time to time by written agreement between the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without notice to or the consent of any of the Holders, (i) to cure any ambiguity or mistake, (ii) to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to the Certificates, the Trust Fund or this Agreement in the Prospectus, or to correct or supplement any provision herein which may be inconsistent with any other provisions herein or with the provisions of any Servicing Agreement, (iii) to make any other provisions with respect to matters or questions arising under this Agreement, (iv) to add, delete, or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code and the REMIC Provisions, (v) if necessary in order to avoid a violation of any applicable law or regulation or (vi) if a TIA Applicability Determination has been made, to modify, eliminate or add to the provisions of this Agreement to the extent necessary to (A) effect the qualification of this Agreement under the TIA or under any similar federal statute and to add any other provisions as may be expressly required by the TIA, and (B) modify other provisions of this Agreement to the extent necessary to make such provisions consistent with, and conform to, the modifications made pursuant to clause (A); provided that, with respect to clause (vi), the parties hereto are deemed to have agreed, to the extent permitted under the TIA, that this Agreement expressly excludes any non-mandatory provisions under the TIA that (x) would conflict with the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility of any party hereto.  No such amendment effected pursuant to the preceding sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse REMIC Event, nor shall such amendment effected pursuant to clause (iii) of such sentence adversely affect in any material respect the interests of any Holder.  Prior to entering into any amendment without the consent of Holders pursuant to this paragraph, the Trustee shall be provided with an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that such amendment is permitted under this Agreement and, with respect to an amendment effected pursuant to clause (v) above, to the effect that such amendment is necessary in order to avoid a violation of such applicable law. 

 

(b)           This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners.

 

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(c)           Promptly after the execution of any such amendment, the Trustee shall furnish written notification of the substance of such amendment to each Holder, the Depositor and each Rating Agency through the Rule 17g-5 Information Provider. The Securities Administrator and the Certificate Registrar shall cooperate with the Trustee in connection with the Trustee's obligations under this Section 11.03.

 

(d)           It shall not be necessary for the consent of Holders under this Section 11.03 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Holders shall be subject to such reasonable regulations as the Trustee may prescribe.

 

(e)           Notwithstanding anything to the contrary in any Servicing Agreement, the Trustee shall not consent to any amendment of any Servicing Agreement except pursuant to the standards provided in this Section with respect to amendment of this Agreement. In addition, none of the Trustee, the Master Servicer, the Securities Administrator or the Depositor shall consent to any amendment to any Servicing Agreement unless prior written notice of the substance of such amendment has been delivered to each Rating Agency through the Rule 17g-5 Information Provider.

 

(f)           Prior to the execution of any amendment to this Agreement, each of the Trustee and the Securities Administrator shall be entitled to receive and conclusively rely on an Opinion of Counsel (at the expense of the Person seeking such amendment) stating that the execution of such amendment is authorized and permitted by this Agreement.  The Trustee and the Securities Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or the Securities Administrator’s own rights, duties or immunities under this Agreement.

 

Section 11.04         Voting Rights

 

Except to the extent that the consent of all affected Certificateholders is required pursuant to this Agreement, with respect to any provision of this Agreement requiring the consent of Certificateholders representing specified percentages of aggregate outstanding Certificate Principal Amount or Class Notional Amount (or Percentage Interest), Certificates owned by the Depositor, the Master Servicer, the Securities Administrator, the Trustee, any Servicer or any Affiliate thereof are not to be counted so long as such Certificates are owned by the Depositor, the Master Servicer, the Securities Administrator, the Trustee, any Servicer or any Affiliate thereof.

 

Section 11.05         Provision of Information

 

(a)           For so long as any of the Certificates of any Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each of the Depositor, the Master Servicer, the Securities Administrator and the Trustee agree to cooperate with each other to provide to any Certificateholders and to any prospective purchaser of Certificates designated by such holder, upon the request of such holder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.  Any reasonable, out-of-pocket expenses incurred by the Trustee, the Master Servicer or the Securities Administrator in providing such information shall be reimbursed by the Depositor.

 

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(b)           The Securities Administrator shall provide to any person to whom a Prospectus was delivered, upon the written request of such person specifying the document or documents requested, (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form 10-K (or other prescribed form) filed with the Securities and Exchange Commission pursuant to Section 6.21 and (ii) a copy of any other document incorporated by reference in the Prospectus.  Any reasonable out-of-pocket expenses incurred by the Securities Administrator in providing copies of such documents shall be reimbursed by the Depositor.

 

(c)          On each Distribution Date, the Securities Administrator shall deliver or cause to be delivered by first class mail or make available on its website to the Depositor, Attention:  Contract Finance, a copy of the report delivered to Certificateholders pursuant to Section 4.02.

 

Section 11.06         Governing Law

 

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 

Section 11.07         Notices

 

(a)         All demands, notices and communications required to be delivered to the Depositor, the Seller, the Trustee, the Master Servicer, the Securities Administrator or the Certificate Registrar hereunder shall be in writing and shall be deemed to have been duly given if (i) personally delivered, (ii) mailed by registered mail, postage prepaid, (iii) delivered by overnight courier, or (iv) transmitted via email, telegraph or facsimile, in each instance at the address listed below, or such other address as may hereafter be furnished by any party to the other parties in writing:

 

For posting by the Rule 17g-5 Information Provider:

 

rmbs17g5informationprovider@wellsfargo.com

 

In the case of the Depositor:

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Facsimile number (415) 381-1773

Electronic mail address: Sequoia.Notices@redwoodtrust.com

Attention:  Sequoia Mortgage Trust 2013-7

 

In the case of the Seller:

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Facsimile number (415) 381-1773

Electronic mail address: Sequoia.Notices@redwoodtrust.com

Attention:  Sequoia Mortgage Trust 2013-7

 

98
 

 

In the case of the Master Servicer and the Securities Administrator:

 

Wells Fargo Bank, N.A.

P.O. Box 98

Columbia, Maryland 21046

 

(or, for overnight deliveries:

9062 Old Annapolis Road

Columbia, Maryland 21045)

 

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Attention: Client Manager -- Sequoia Mortgage Trust 2013-7

 

In the case of the Certificate Registrar:

 

Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Facsimile number: 1-866-614-1273

Electronic mail address: g=cts-spg-team-a-5@wellsfargo.com

Attention: Corporate Trust Services -- Sequoia Mortgage Trust 2013-7

 

In the case of the Trustee:

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Corporate Trust -- Sequoia Mortgage Trust 2013-7

 

Any such demand, notice or communication shall be deemed to have been received on the date delivered to the premises of the addressee and (A) if delivered by registered mail, overnight courier, or facsimile, as evidenced by the date noted on a return or confirmation of receipt and (B) if delivered by electronic mail, when sent to the address specified above, provided no error or rejection message has been received by the sender.

 

(b)         Notices to any Certificateholder shall be deemed to be duly given by any party hereto (i) in the case of any holder of a Definitive Certificate, on the date mailed, first class postage prepaid, to the address of such holder as included on the certificate register, or (ii) in the case of any book-entry certificate, on the date when such notice or communication is delivered to the Clearing Agency, it being understood that the Clearing Agency shall give such notices and communications to the related underlying participants in accordance with its applicable rules, regulations and procedures.

 

All notices or communications to Certificateholders shall also be posted and made available to all Certificateholders, whether definitive or book-entry, as well as the Depositor, the Master Servicer, the Securities Administrator and the Trustee, by the Securities Administrator on the Securities Administrator website located at www.ctslink.com. Unless otherwise expressly provided for herein, all notices and communications required to be delivered hereunder shall be delivered to such parties and Certificateholders and posted by the Securities Administrator on the Securities Administrator 's website, in each instance, as soon as reasonably practicable.

 

(c)         The Depositor hereby covenants that it shall provide written notice to the Trustee, which written notice may be via electronic mail, once the Servicers have furnished to the Mortgagors, in accordance with the applicable Servicing Agreements, the notices required to be furnished under Section 404 of the Helping Families Save Their Homes Act of 2009, as amended and in effect from time to time.

 

99
 

 

Section 11.08         Severability of Provisions

 

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, 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 or of the Certificates or the rights of the Holders thereof.

 

Section 11.09         Indulgences; No Waivers

 

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

 

Section 11.10         Headings Not to Affect Interpretation

 

The headings contained in this Agreement are for convenience of reference only, and they shall not be used in the interpretation hereof.

 

Section 11.11         Benefits of Agreement

 

Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder and the Holders of the Certificates, any benefit or any legal or equitable right, power, remedy or claim under this Agreement.

 

Section 11.12         Special Notices to the Rating Agencies

 

(a)           The Depositor shall give prompt notice to each Rating Agency through the Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice:

 

(i)          any amendment to this Agreement pursuant to Section 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a);

 

(ii)         any assignment by the Master Servicer of its rights hereunder or delegation of its duties hereunder;

 

(iii)         the occurrence of any Event of Default and any waiver of any Event of Default pursuant to Section 6.14;

 

(iv)        any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of the Master Servicer hereunder;

 

(v)         the termination of any successor to any Master Servicer pursuant to Section 6.14;

 

(vi)        the making of a final payment pursuant to Section 7.01; and

 

(vii)       any termination of the rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement.

 

100
 

 

(b)           All notices to the Rating Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy, electronic mail or overnight courier, as follows:

 

If to Fitch, to:

Fitch Ratings, Inc.

One State Street Plaza, 28th Floor

New York, NY 10004

Attn: SEMT 2013-7

 

If to KBRA, to:

Kroll Bond Rating Agency, Inc.

845 Third Avenue

New York, NY 10022

Electronic Mail: mbssurveillance@krollbondratings.com

Attention: RMBS Surveillance

 

If to S&P, to:

Standard and Poor’s Ratings Services

55 Water Street, 38th Floor

New York, NY 10041

 

(c)           The Securities Administrator shall provide or make available to each Rating Agency through the Rule 17g-5 Information Provider reports prepared pursuant to Section 4.02 and the reports filed on Form 10-K pursuant to Section 6.21(b)(i)(1) through (4).  In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator; provided, the Securities Administrator shall not be required to post to the Rule 17g-5 Website any information previously posted to and available on the Securities Administrator’s website.

 

Section 11.13         Conflicts

 

To the extent that the terms of this Agreement conflict with the terms of any Servicing Agreement, the related Servicing Agreement shall govern.

 

Section 11.14         Counterparts

 

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

 

Section 11.15         No Petitions.

 

The Trustee and the Master Servicer, by entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they shall not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, this Agreement or any of the documents entered into by the Depositor in connection with the transactions contemplated by this Agreement.

 

101
 

 

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers hereunto duly authorized as of the day and year first above written.

 

SEQUOIA RESIDENTIAL FUNDING, INC.,

as Depositor

 

By:    

Name:

Title:

 

WILMINGTON TRUST, National Association,

as Trustee

 

By:    

Name:

Title:

 

WELLS FARGO BANK, N.A.,

as Master Servicer

 

By:    

Name:

Title:

 

WELLS FARGO BANK, N.A.,

as Securities Administrator and Rule 17g-5 Information Provider

 

By:    

Name:

Title:

 

 
 

 

Solely for purposes of Section 2.04 and Section 2.06(b)

accepted and agreed to by:

 

REDWOOD RESIDENTIAL ACQUISITION CORPORATION,

as Seller

 

By:    
  Name:  
  Authorized Signatory  

 

Solely for purposes of Section 2.07

accepted and agreed to by:

 

SEQUOIA MORTGAGE FUNDING CORPORATION,

as Controlling Holder

 

By:    
  Name:  
  Authorized Signatory  

  

 
 

 

EXHIBIT A

 

FORMS OF CERTIFICATES

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-59, AS AMENDED (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).

 

 
 

 

IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

  

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS A-1

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class A-1 Principal Amount of this
Certificates: $125,000,000 Certificate: $125,000,000
   
Certificate Interest Rate: Adjustable Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP: 81745C AA1

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class A-1 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

  WILMINGTON TRUST, NATIONAL
ASSOCIATION,
  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
     
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

6
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
       
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of __________________________________________________________________________  
   
account number _______________________________ or, if mailed by check, to ______________________  
   
 
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or _________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-59, AS AMENDED (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).

 

 
 

 

IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS A-2

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class A-2 Principal Amount of this
Certificates: $298,878,000 Certificate: $298,878,000
   
Certificate Interest Rate: Adjustable Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP: 81745C AB9

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class A-2 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

  WILMINGTON TRUST, NATIONAL
ASSOCIATION,
  not in its individual capacity but solely as Trustee
     
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

6
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
     
Dated:   
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-59, AS AMENDED (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).

 

 
 

 

IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS A-IO1

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Notional Initial Certificate
Amount of the Class A-IO1 Notional Amount of this
Certificates: $125,000,000 Certificate: $125,000,000
   
Certificate Interest Rate: Adjustable Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:   81745C AC7

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Notional Amount of this Certificate by the initial Class Notional Amount of all Class A-IO1 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

6
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

 
 

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS A-IO2

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Notional Initial Certificate
Amount of the Class A-IO2 Notional Amount of this
Certificates: $423,878,000 Certificate: $423,878,000
   
Certificate Interest Rate:  Adjustable Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:  81745C AD5

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Notional Amount of this Certificate by the initial Class Notional Amount of all Class A-IO2 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

6
 

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

 
 

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS B-l

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class B-1 Principal Amount of this
Certificates$8,165,000 Certificate: $8,165,000
   
Certificate Interest Rate: Adjustable Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:  81745C AE3

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-1 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

6
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

 
 

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS B-2

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class B-2 Principal Amount of this
Certificates: $7,711,000 Certificate: $7,711,000
   
Certificate Interest Rate: Adjustable  
  Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:   81745C AF0

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-2 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

6
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

 
 

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS B-3

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class B-3 Principal Amount of this
Certificates: $6,577,000 Certificate: $6,577,000
   
Certificate Interest Rate: Adjustable  
  Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:  81745C AG8

 

2
 

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-3 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

3
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

4
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

5
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

6
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

7
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

8
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

9
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

 

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.

 

 
 

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

2
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS B-4

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class B-4 Principal Amount of this
Certificates: $2,494,000 Certificate: $2,494,000
   
Certificate Interest Rate: Adjustable  
  Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:  81745C AH6

 

3
 

 

THIS CERTIFIES THAT NIMER & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-4 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

4
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

5
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

6
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

7
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

8
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

9
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

10
 

 

THIS CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

 

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.

 

 
 

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

2
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS B-5

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Initial Class Principal Initial Certificate
Amount of the Class B-5 Principal Amount of this
Certificates$4,763,656 Certificate: $4,763,656
   
Certificate Interest Rate: Adjustable  
  Cut-off Date: May 1, 2013
   
Final Scheduled Distribution  
Date: June 2043  
   
NUMBER 1 CUSIP:  81745C AJ2

 

3
 

 

THIS CERTIFIES THAT NIMER & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-5 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

4
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

5
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Certificate Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

6
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

7
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

8
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

9
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

10
 

 

THIS CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

 

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.

 

 
 

 

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

2
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS R

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Percentage Interest of this  
Certificate: 100%  
  Cut-off Date: May 1, 2013
Certificate Interest Rate: Adjustable  
   
Final Scheduled Distribution  
Date: June 2043  
  CUSIP:  81745C AK9
   
NUMBER 1  

 

3
 

 

THIS CERTIFIES THAT [______________] is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

4
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

5
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount of at least $1,000,000 or, in the case of a Class of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

6
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

7
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

8
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

9
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

10
 

 

THIS CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

 

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION VIOLATION OF THE 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.

 

 
 

 

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS LT-R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS LT-R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

 

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.

 

ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.

 

2
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES, CLASS LT-R

 

Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

Percentage Interest of this  
Certificate: 100%  
  Cut-off Date: May 1, 2013
Certificate Interest Rate: Adjustable  
   
Final Scheduled Distribution  
Date: June 2043  
  CUSIP:  81745C AL7
   
NUMBER 1  

 

3
 

 

THIS CERTIFIES THAT [______________] is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).

 

Distributions on this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day, commencing in June 2013 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Certificate.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

 

4
 

 

IN WITNESS WHEREOF, Wilmington Trust, National Association as Trustee, has caused this Certificate to be duly executed.

 

 

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

  not in its individual capacity but solely as Trustee
   
  By:  
  Name:
  Title:
   
  Dated:  May 23, 2013

 

CERTIFICATE AUTHENTICATION

 

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

 

  WELLS FARGO BANK, N.A.,
    as Authenticating Agent
     
  By:  
    AUTHORIZED SIGNATORY
     
  Dated:  May 23, 2013

 

5
 

 

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATE

 

This Certificate is one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates (the “Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Wilmington Trust, National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5.

 

On each Distribution Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate Principal Amount (or Notional Amount) of each such Certificate.

 

Distributions on this Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate Principal Amount of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided, however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate as long as such Certificate remains a Book-Entry Certificate, in which case all payments made shall be made through the Clearing Agency and its Clearing Agency Participants. Notwithstanding such final payment of principal of any of the Certificates, each Residual Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.

 

The Corporate Trust Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services — Sequoia Mortgage Trust 2013-7 or at such other address as the Securities Administrator may designate from time to time.

 

6
 

 

The Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits the amendment thereof in certain limited circumstances without the consent of the Holders.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.

 

7
 

 

The Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO1 and Class A-IO2 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in initial Certificate Notional Amount, in each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.

 

On any date on which the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement of the Certificates.

 

In no event will the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing Agreement.

 

The Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

 

As provided in the Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall be controlling.

 

8
 

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto

 

 
 
 

(Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number)

 

 

the within Certificate stating in the names of the undersigned in the Certificate Register and does hereby irrevocably constitute and appoint

 

 

to transfer such Certificate in such Certificate Register.

 

I [we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named assignee and deliver such Certificate to the following address:

 

 
 
 
 
Dated:      
    Signature by or on behalf of Assignor
     
     
Authorized Officer   Signature Guaranteed
     
     
Name of Institution   NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized or witnessed signatures are not acceptable as guaranteed signatures.

 

9
 

 

DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to

 

   
   
for the account of ________________________________________________________________________  
   
account number ___________________________________ or, if mailed by check, to __________________  
   
   
   
Applicable reports and statements should be mailed to ___________________________________________  
   
   
   
This information is provided by ______________________________________________________ the assignee named above, or ______________________________________ as its agent.  

 

10
 

 

EXHIBIT B

 

FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

 

 STATE
OF
)
  )           ss.:
 COUNTY OF )

 

[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:

 

1.That he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ (the “Purchaser”), a _______________________ [description of type of entity] duly organized and existing under the laws of the [State of __________] [United States], on behalf of which he [she] makes this affidavit.

 

2.That the Purchaser’s Taxpayer Identification Number is [           ].

 

3.That the Purchaser is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”) and will not be a “disqualified organization” as of [date of transfer], and that the Purchaser is not acquiring a Residual Certificate (as defined in the Agreement) for the account of, or as agent (including a broker, nominee, or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit.  For these purposes, a “disqualified organization” means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), any “electing large partnership” within the meaning of Section 775 of the Code, or any organization (other than a farmers’ cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511.

 

4.That the Purchaser is not, and on __________________ [date of transfer] will not be, an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (“Code”), (collectively, a “Plan”) or a person acting on behalf of any such Plan or investing the assets of any such Plan to acquire a Residual Certificate.

 

5.That the Purchaser hereby acknowledges that under the terms of the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Wilmington Trust, National Association, as Trustee with respect to Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates, no transfer of the Residual Certificates shall be permitted to be made to any person unless the Certificate Registrar has received a certificate from such transferee containing the representations in paragraphs 3 and 4 hereof.

 

B-1
 

 

6.That the Purchaser does not hold REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (such entity, a “Book-Entry Nominee”).

 

7.That the Purchaser does not have the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to such Residual Certificate.

 

8.That the Purchaser will not transfer a Residual Certificate to any person or entity (i) as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that the Purchaser has reason to believe does not satisfy the requirements set forth in paragraph 7 hereof, and (ii) without obtaining from the prospective Purchaser an affidavit substantially in this form and providing to the Certificate Registrar a written statement substantially in the form of Exhibit C to the Agreement.

 

9.That the Purchaser understands that, as the holder of a Residual Certificate, the Purchaser may incur tax liabilities in excess of any cash flows generated by the interest and that the Purchaser has and expects to have sufficient net worth and/or liquidity to pay in full any tax liabilities attributable to ownership of a Residual Certificate and intends to pay taxes associated with holding such Residual Certificate as they become due.

 

10.That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States) or successor form at the time and in the manner required by the Code or (iii) is a Non-U.S. Person that has delivered to the transferor, the Depositor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of such Residual Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for federal income tax purposes.  “Non-U.S. Person” means an individual, corporation, partnership or other person other than (i) a citizen or resident of the United States; (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any state thereof, including for this purpose, the District of Columbia; (iii) an estate that is subject to U.S. federal income tax regardless of the source of its income; (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States trustees have authority to control all substantial decisions of the trust; and, (v) to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996 that are treated as United States persons prior to such date and elect to continue to be treated as United States persons.

 

11.The Purchaser will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the Purchaser or another U.S. taxpayer.

 

12.That the Purchaser agrees to such amendments of the Agreement as may be required to further effectuate the restrictions on transfer of any Residual Certificate to such a “disqualified organization,” an agent thereof, a Book-Entry Nominee, or a person that does not satisfy the requirements of paragraph 7 and paragraph 10 hereof.

 

13.That the Purchaser consents to the designation of the Securities Administrator to act as agent for the “tax matters person” of each REMIC created by the Trust Fund pursuant to the Agreement.

  

B-2
 

 

IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [title of officer] this _____ day of __________ 20__.

 

   
[name of Purchaser]  

 

By:    
Name:    
Title:    

 

Personally appeared before me the above-named [name of officer] ________________, known or proved to me to be the same person who executed the foregoing instrument and to be the [title of officer] _________________ of the Purchaser, and acknowledged to me that he [she] executed the same as his [her] free act and deed and the free act and deed of the Purchaser.

 

Subscribed and sworn before me this _____ day of __________ 20__.

 

NOTARY PUBLIC

 

______________________________

 

COUNTY OF_____________________

 

STATE OF______________________

 

My commission expires the _____ day of __________ 20__.

 

B-3
 

 

EXHIBIT C

RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

 

   
Date  

 

Re:           Sequoia Mortgage Trust 2013-7

Mortgage Pass-Through Certificates

 

_______________________ (the “Transferor”) has reviewed the attached affidavit of _____________________________ (the “Transferee”), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to a Residual Certificate.  In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due.

 

Very truly yours,

 

   
Name:  
Title:  

 

C-1
 

 

EXHIBIT D

FORM OF CUSTODIAL AGREEMENT

 

See Exhibit 10.6

 

D-1
 

 

EXHIBIT E-1

FORM OF RULE 144A TRANSFER CERTIFICATE

 

Re:Sequoia Mortgage Trust 2013-7

Mortgage Pass-Through Certificates

 

Reference is hereby made to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Wilmington Trust, National Association, as Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

 

This letter relates to $__________ initial Certificate Principal Amount or Class Notional Amount, as applicable, of Class _____ Certificates which are held in the form of Definitive Certificates registered in the name of ______________ (the “Transferor”). The Transferor has requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the name of [insert name of transferee].

 

In connection with such request, and in respect of such Certificates, the Transferor hereby certifies that such Certificates are being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser that the Transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A purchasing for its own account or for the account of a “qualified institutional buyer,” which purchaser is aware that the sale to it is being made in reliance upon Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.

 

This certificate and the statements contained herein are made for your benefit and the benefit of the Underwriter, the Depositor and the Certificate Registrar.

 

   
[Name of Transferor]  

 

By:    
Name:    
Title:    

 

Dated: ___________, ____

 

E-1-1
 

 

EXHIBIT E-2

FORM OF PURCHASER’S LETTER FOR
QUALIFIED INSTITUTIONAL BUYER

 

Date

 

Ladies and Gentlemen:

 

In connection with our proposed purchase of $______________Class Principal Amount or Class Notional Amount, as applicable, of Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates, Class [___] (the “Restricted Certificates”), we confirm that:

 

(1)We understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (D) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a QIB (an “Institutional Accredited Investor”) which, in the case of (B) or (D) above, prior to such transfer, delivers to the Certificate Registrar under the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Wilmington Trust, National Association, as Trustee, a signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted as stated herein.

 

(2)We understand that, in connection with any proposed resale of any Restricted Certificates to QIB, we will be required to furnish to the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.

 

(3)We are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.

 

(4)We are a QIB and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each of which is a QIB) as to each of which we exercise sole investment discretion.

 

(5)We have received such information as we deem necessary in order to make our investment decision.

 

E-2-1
 

 

(6)If we are acquiring ERISA-Restricted Certificates, we understand that in accordance with ERISA, the Code and the Underwriter's Exemption, no Plan and no person acting on behalf of such a Plan may acquire such Certificate except in accordance with Section 3.03(d) of the Agreement.

 

Terms used in this letter which are not otherwise defined herein have the respective meanings assigned thereto in the Agreement.

 

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

Very truly yours,

 

   
[Purchaser]  

 

By:    
Name:    
Title:    

 

E-2-2
 

 

EXHIBIT F

FORM OF PURCHASER’S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTOR

 

Date

 

Ladies and Gentlemen:

 

In connection with our proposed purchase of $______________ Class Principal Amount or Class Notional Amount, as applicable, of Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates, Class [___], (the “Restricted Certificates”), we confirm that:

 

(1)We understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (D) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a QIB (an “Institutional Accredited Investor”) which, prior to such transfer, delivers to the Certificate Registrar under the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Wilmington Trust, National Association as Trustee, a signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted as stated herein.

 

(2)We understand that, in connection with any proposed resale of any Restricted Certificates to an Institutional Accredited Investor, we will be required to furnish to the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.

 

(3)We are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.

 

(4)We are an Institutional Accredited Investor and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which we exercise sole investment discretion.

 

(5)We have received such information as we deem necessary in order to make our investment decision.

 

(6)If we are acquiring ERISA-Restricted Certificates, we understand that in accordance with ERISA, the Code and the Underwriter's Exemption, no Plan and no person acting on behalf of such a Plan may acquire such Certificate except in accordance with Section 3.03(d) of the Agreement.

 

F-1
 

 

Terms used in this letter which are not otherwise defined herein have the respective meanings assigned thereto in the Agreement.

 

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

Very truly yours,

 

   
[Purchaser]  

 

By:    
Name:    
Title:    

 

F-2
 

 

EXHIBIT G

FORM OF ERISA TRANSFER AFFIDAVIT

  

STATE OF
NEW YORK
)
  )           ss.:
COUNTY OF
NEW YORK 
)

 

The undersigned, being first duly sworn, deposes and says as follows:

 

1.      The undersigned is the ______________________ of ______________ (the “Investor”), a [corporation duly organized] and existing under the laws of __________, on behalf of which he makes this affidavit.

 

2.      The Investor either (x) is not, and on ___________ [date of transfer] will not be, an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”) or a person acting on behalf of any such Plan or investing the assets of any such Plan; (y) if the Certificate has been the subject of an ERISA-Qualifying Underwriting, is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith delivers to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, the Depositor and the Trustee, and upon which the Certificate Registrar, the Trustee, the Master Servicer, the Depositor and the Securities Administrator shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Investor will not constitute or result in any non-exempt prohibited transactions under Title I of ERISA or Section 4975 of the Code and will not subject the Certificate Registrar or the Trustee to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Wilmington Trust, National Association, as Trustee, by which opinion of counsel shall not be an expense of the Trust Fund or the above parties.

 

Capitalized terms used but not defined herein have the meanings given in the Agreement.

 

IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to proper authority, by its duly authorized officer, duly attested, this ____ day of _______________ 20___.

 

   
[Investor]  

 

By:    
Name:    
Title:    

 

ATTEST:

 

G-1
 

 

STATE OF )
  )           ss.:
COUNTY OF )

 

Personally appeared before me the above-named ________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________ of the Investor, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Investor.

 

Subscribed and sworn before me this _____ day of _________ 20___.

 

   
NOTARY PUBLIC  

 

My commission expires the

_____ day of __________ 20___.

 

G-2
 

 

EXHIBIT H-1

LIST OF PURCHASE AGREEMENTS

 

1.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2012, between Redwood Residential Acquisition Corporation (“RRAC”) and 1st Security Bank of Washington, as modified by the related Acknowledgement.

 

2.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and Academy Mortgage Corporation, as modified by the related Acknowledgement.

 

3.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Amegy Mortgage Company, L.L.C., as modified by the related Acknowledgement.

 

4.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and American Pacific Mortgage Corporation, as modified by the related Acknowledgement.

 

5.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and Banner Bank, as modified by the related Acknowledgement.

 

6.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and Bay Equity, LLC, as modified by the related Acknowledgement.

 

7.Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Benchmark Bank, as modified by the related Acknowledgement.

 

8.Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Boston Private Bank & Trust Company, as modified by the related Acknowledgement.

 

9.Flow Mortgage Loan Purchase and Sale Agreement, dated as of November 1, 2011, between RRAC and Castle & Cooke Mortgage, LLC, as modified by the related Acknowledgement.

 

10.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Cherry Creek Mortgage Co., Inc., as modified by the related Acknowledgement.

 

11.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Cobalt Mortgage, Inc., as modified by the related Acknowledgement.

 

12.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Cole Taylor Bank, as modified by the related Acknowledgement.

 

13.Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2012, between RRAC and Colonial Savings, F.A., as modified by the related Acknowledgement.

 

14.Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Cornerstone Home Lending, Inc., f/k/a/ Cornerstone Mortgage Company, as modified by the related Acknowledgement.

 

15.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and DHI Mortgage Company, Ltd., as modified by the related Acknowledgement.

 

16.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Embrace Home Loans, Inc., as modified by the related Acknowledgement

 

H-1
 

 

17.Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Evergreen Moneysource Mortgage Company dba Evergreen Home Loans, as modified by the related Acknowledgement.

 

18.Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2012, between RRAC and Fairway Independent Mortgage Corporation, as modified by the related Acknowledgement.

 

19.Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2012, between RRAC and Fidelity Bank dba Fidelity Bank Mortgage, as modified by the related Acknowledgement.

 

20.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011 between RRAC and First Choice Loan Services, Inc., as modified by the related Acknowledgement.

 

21.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and FirstBank, as modified by the related Acknowledgement.

 

22.Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between RRAC and First Republic Bank, as modified by the related Acknowledgement.

 

23.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2011, between RRAC and Flagstar Capital Markets Corporation, as modified by the related Acknowledgement.

 

24.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Franklin American Mortgage Company, as modified by the related Acknowledgement.

 

25.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Fremont Bank, as modified by the related Acknowledgement.

 

26.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and George Mason Mortgage, LLC, as modified by the related Acknowledgement.

 

27.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and GFI Mortgage Bankers, Incorporated, as modified by the related Acknowledgement.

 

28.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and GuardHill Financial Corporation, as modified by the related Acknowledgement.

 

29.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and Guild Mortgage Company, as modified by the related Acknowledgement.

 

30.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Leader Bank, N.A., as modified by the related Acknowledgement.

 

31.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and MegaStar Financial Corporation, as modified by the related Acknowledgement.

 

32.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and Michigan Mutual, Incorporation, as modified by the related Acknowledgement.

 

33.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Mortgage Master, Inc., as modified by the related Acknowledgement.

 

34.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Paramount Equity Mortgage, as modified by the related Acknowledgement.

 

H-2
 

 

35.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and Perl Mortgage, Incorporated, as modified by the related Acknowledgement.

 

36.Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of July 21, 2010, between RRAC and PHH Mortgage Corporation, as modified by the related Acknowledgement.

 

37.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Plaza Home Mortgage, Incorporated, as modified by the related Acknowledgement.

 

38.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2013, between RRAC and Potomac Mortgage Group, Inc., as modified by the related Acknowledgement.

 

39.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Primary Residential Mortgage, Inc., as modified by the related Acknowledgement.

 

40.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and PrimeLending, a PlainsCapital Company, as modified by the related Acknowledgement.

 

41.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2011, between RRAC and Prospect Mortgage, LLC, as modified by the related Acknowledgement.

 

42.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Provident Savings Bank, as modified by the related Acknowledgement.

 

43.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2012, between RRAC and Renasant Bank, as modified by the related Acknowledgement.

 

44.Flow Mortgage Loan Purchase and Sale Agreement, dated as of November 1, 2012, between RRAC and Residential Finance Corporation, as modified by the related Acknowledgement.

 

45.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and RMR Financial, LLC, as modified by the related Acknowledgement.

 

46.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Sandy Spring Bank, as modified by the related Acknowledgement.

 

47.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and SCBT, as modified by the related Acknowledgement.

 

48.Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Shea Mortgage Inc., as modified by the related Acknowledgement.

 

49.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Simonich Corporation, dba BOC Mortgage, as modified by the related Acknowledgement.

 

50.Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling Savings Bank, as modified by the related Acknowledgement.

 

51.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Stifel Bank and Trust, as modified by the related Acknowledgement.

 

52.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and Everett Financial, Inc. DBA Supreme Lending, as modified by the related Acknowledgement.

 

53.Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2013, between RRAC and Susquehanna Bank, as modified by the related Acknowledgement.

 

H-3
 

 

54.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and The Lending Partners, LLC, as modified by the related Acknowledgement.

 

55.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and Total Mortgage Services, LLC, as modified by the related Acknowledgement.

 

56.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and Umpqua Bank, as modified by the related Acknowledgement.

 

57.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and United Shore Financial Services, LLC, as successor in interest to Shore Financial Services, Inc., as modified by the related Acknowledgement.

 

58.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2013, between RRAC and W.R. Starkey Mortgage, LLP, as modified by the related Acknowledgement.

 

59.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and Mortgage Access Corp. DBA Weichert Financial Services, as modified by the related Acknowledgement.

 

60.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2011, between RRAC and Wintrust Mortgage, a division of Barrington Bank and Trust Company, N.A., as modified by the related Acknowledgement.

 

61.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and WJ Bradley Mortgage Capital LLC, as modified by the related Acknowledgement.

 

H-4
 

 

EXHIBIT H-2

LIST OF SERVICING AGREEMENTS

 

1.Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation (“RRAC”) and Cenlar FSB, as amended by Amendment No. 1 to the Flow Mortgage Loan Servicing Agreement, dated November 3, 2011, and as modified by the related Acknowledgement.

 

2.Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between RRAC and First Republic Bank, as modified by the related Acknowledgement.

 

3.Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of July 21, 2010, between RRAC and PHH Mortgage Corporation, as modified by the related Acknowledgement.

 

H-5
 

 

EXHIBIT I

ADDITIONAL DISCLOSURE NOTIFICATION

 

Additional Disclosure Notification

 

Wells Fargo Bank, N.A., as securities administrator

Fax: 410-715-2380

Email: cts.sec.notifications@wellsfargo.com

 

Sequoia Residential Funding, Inc.

Fax: 415-381-1773

Email: Sequoia.Notices@redwoodtrust.com

 

Attn:  Corporate Trust Services—Sequoia Mortgage Trust 2013-7, Mortgage Pass-Through Certificates, Series 2013-7—SEC REPORT PROCESSING

 

RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

 

Ladies and Gentlemen:

 

In accordance with Section 6.21[(a)][(b)][(c)] of the Pooling and Servicing Agreement, dated as of April 1, 2013 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Wilmington Trust, National Association, as Trustee, with respect to Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificate, the undersigned, as [          ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

 

Description of Additional Form [10-D][10-K][8-K] Disclosure:

 

List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

 

Any inquiries related to this notification should be directed to [                       ], phone number:  [         ]; email address:  [                   ].

 

[NAME OF PARTY],

as [role]

 

By:    
Name:    
Title:    

 

I-1
 

 

EXHIBIT J

BACK-UP CERTIFICATE TO FORM 10-K CERTIFICATE

 

Sequoia Mortgage Trust 2013-7 (the “Trust”)

Mortgage Pass-Through Certificates

 

Re:          The Pooling and Servicing Agreement, dated as of April 1, 2013 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Wilmington Trust, National Association, as Trustee with respect to Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates.

 

I, __________________________, the _________________________ of [NAME OF COMPANY] (the “Company”) certify to the Depositor and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

 

(1)           I have reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual Report”), and all reports on Form 10-D required to be filed in respect of period covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust Fund;

 

(2)           To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report, and (b) the Company’s assessment of compliance and related attestation report referred to below, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such assessment of compliance and attestation report;

 

(3)           To my knowledge, the distribution information required to be provided by the Company under the Pooling and Servicing Agreement has been provided to the Securities Administrator for inclusion in the Reports is included in the Reports;

 

(4)           I am responsible for reviewing the activities performed by the Company under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the assessment of compliance of the Company required by the Pooling and Servicing Agreement, and except as disclosed in the Reports, the Company has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects; and

 

(5)           The report on assessment of compliance with servicing criteria applicable to the Company for asset-backed securities of the Company and each Subcontractor utilized by the Company and the related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to the Annual Report. Any material instances of non-compliance are described in such report and have been disclosed in the Annual Report.

 

In giving the certifications above, the Company has reasonably relied on information provided to it by the following unaffiliated parties: [names of servicer(s), subservicer(s), custodian(s)]

 

Date:

 

By:     
     
[Signature]  
[Title]    

 

J-1
 

 

EXHIBIT K

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

 

The Assessment of Compliance to be delivered by the parties listed in the table below shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria” for each such party:

 

Regulation
AB
Reference
  Servicing Criteria   Master
Servicer
  Securities
Administrator
  Custodian
                 
    General Servicing Considerations            
                 
1122(d)(1)(i)   Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.   X   X    
                 
1122(d)(1)(ii)   If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.   X        
                 
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.   N/A   N/A   N/A
                 
1122(d)(1)(iv)   A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.   X        
                 
    Cash Collection and Administration            
                 
1122(d)(2)(i)   Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.   X   X    
                 
1122(d)(2)(ii)   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.   X   X    
                 
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.   X        

 

K-1
 

 

1122(d)(2)(iv)   The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.   X   X    
                 
1122(d)(2)(v)   Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.   X   X    
                 
1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.   X        
                 
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.   X        
                 
    Investor Remittances and Reporting            
                 
1122(d)(3)(i)   Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.   X        
                 
1122(d)(3)(ii)   Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.       X    

 

K-2
 

 

1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.   X        
                 
1122(d)(3)(iv)   Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.   X        
                 
    Pool Asset Administration            
                 
1122(d)(4)(i)   Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.           X
                 
1122(d)(4)(ii)   Pool assets  and related documents are safeguarded as required by the transaction agreements           X
                 
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.   N/A   N/A   N/A
                 
1122(d)(4)(iv)   Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.   N/A   N/A   N/A
                 
1122(d)(4)(v)   The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.   N/A   N/A   N/A
                 
1122(d)(4)(vi)   Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.   N/A   N/A   N/A
                 
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.   N/A   N/A   N/A

 

K-3
 

 

1122(d)(4)(viii)   Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).   N/A   N/A   N/A
                 
1122(d)(4)(ix)   Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.   N/A   N/A   N/A
                 
1122(d)(4)(x)   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.   N/A   N/A   N/A
                 
1122(d)(4)(xi)   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.   N/A   N/A   N/A
                 
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.   N/A   N/A   N/A
                 
1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.   N/A   N/A   N/A
                 
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.   X        
                 
1122(d)(4)(xv)   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.   N/A   N/A   N/A

 

K-4
 

 

EXHIBIT L

ADDITIONAL FORM 10-D DISCLOSURE

 

ADDITIONAL FORM 10-D DISCLOSURE
Item on Form 10-D   Party Responsible
Item 1: Distribution and Pool Performance Information    
Information included in the Distribution Date Statement  

Master Servicer

Securities Administrator

Any information required by 1121 which is NOT included on the Distribution Date Statement   Depositor

Item 2: Legal Proceedings

 

Any legal proceeding pending against the following entities or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental authorities:

   
▪ Issuing Entity (Trust Fund)   Trustee, Master Servicer, Securities Administrator and Depositor
▪ Sponsor (Seller)   Seller (if a party to the Pooling and Servicing Agreement) or Depositor
▪ Depositor   Depositor
▪ Trustee   Trustee
▪ Securities Administrator   Securities Administrator
▪ Master Servicer   Master Servicer
▪ Custodian   Custodian
▪ 1110(b) Originator   Depositor
▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator)   Servicer (as to itself)
▪ Any other party contemplated by 1100(d)(1)   Depositor

Item 3:  Sale of Securities and Use of Proceeds

 

Information from Item 2(a) of Part II of Form 10-Q:

 

With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K.  Pricing information can be omitted if securities were not registered.

  Depositor

  

L-1
 

 

ADDITIONAL FORM 10-D DISCLOSURE
Item on Form 10-D   Party Responsible

Item 4:  Defaults Upon Senior Securities

 

Information from Item 3 of Part II of Form 10-Q:

 

Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)

 

Securities Administrator

Trustee

Item 5:  Submission of Matters to a Vote of Security Holders

 

Information from Item 4 of Part II of Form 10-Q

 

Securities Administrator

Trustee

Item 6:  Significant Obligors of Pool Assets

 

Item 1112(b) – Significant Obligor Financial Information*

  Depositor
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.    

Item 7:  Significant Enhancement Provider Information

 

Item 1114(b)(2) – Credit Enhancement Provider Financial Information*

   
▪ Determining applicable disclosure threshold   Depositor
▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference  

Depositor

 

Item 1115(b) – Derivative Counterparty Financial Information*    
▪ Determining current maximum probable exposure   Depositor
▪ Determining current significance percentage   Depositor
▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference  

Depositor

 

*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.    

 

L-2
 

 

ADDITIONAL FORM 10-D DISCLOSURE
Item on Form 10-D   Party Responsible

Item 8:  Other Information

 

Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported

  Any party responsible for the applicable Form 8-K Disclosure item
Item 9:  Exhibits    
Distribution Date Statement to Certificateholders   Securities Administrator
Exhibits required by Item 601 of Regulation S-K, such as material agreements   Depositor

 

L-3
 

 

EXHIBIT M

ADDITIONAL FORM 10-K DISCLOSURE

 

ADDITIONAL FORM 10-K DISCLOSURE
Item on Form 10-K   Party Responsible
Item 1B: Unresolved Staff Comments   Depositor

Item 9B:  Other Information

Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported

  Any party responsible for disclosure items on Form 8-K
Item 15:  Exhibits, Financial Statement Schedules  

Securities Administrator

Depositor

Reg AB Item 1112(b):  Significant Obligors of Pool Assets    
Significant Obligor Financial Information*   Depositor
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.    
Reg AB Item 1114(b)(2):  Credit Enhancement Provider Financial Information    
▪ Determining applicable disclosure threshold   Depositor
▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference  

Depositor

 

*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.    
Reg AB Item 1115(b):  Derivative Counterparty Financial Information    
▪ Determining current maximum probable exposure   Depositor
▪ Determining current significance percentage   Depositor
▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference   Depositor
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.    

 

M-1
 

 

ADDITIONAL FORM 10-K DISCLOSURE
Item on Form 10-K   Party Responsible

Reg AB Item 1117: Legal Proceedings

 

Any legal proceeding pending against the following entities or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental authorities:

   
▪ Issuing Entity (Trust Fund)   Trustee, Master Servicer, Securities Administrator and Depositor
▪ Sponsor (Seller)   Seller (if a party to the Pooling and Servicing Agreement) or Depositor
▪ Depositor   Depositor
▪ Trustee   Trustee
▪ Securities Administrator   Securities Administrator
▪ Master Servicer   Master Servicer
▪ Custodian   Custodian
▪ 1110(b) Originator   Depositor
▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator)   Servicer (as to itself)
▪ Any other party contemplated by 1100(d)(1)   Depositor
Reg AB Item 1119:  Affiliations and Relationships    
Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of the following parties, and (b) to the extent known and material, any of the following parties are affiliated with one another:  

Depositor as to (a)

Sponsor/Seller as to (b)

▪ Master Servicer   Master Servicer
▪ Securities Administrator   Securities Administrator
▪ Trustee  

Depositor/Sponsor as to (a)

Trustee as to (b)

▪ Any other 1108(a)(3) servicer   Servicer (as to itself)
▪ Any 1110 Originator   Depositor/Sponsor
▪ Any 1112(b) Significant Obligor   Depositor/Sponsor
▪ Any 1114 Credit Enhancement Provider   Depositor/Sponsor
▪ Any 1115 Derivative Counterparty Provider   Depositor/Sponsor
▪ Any other 1101(d)(1) material party   Depositor/Sponsor

 

M-2
 

 

ADDITIONAL FORM 10-K DISCLOSURE
Item on Form 10-K   Party Responsible
Whether there are any “outside the ordinary course business arrangements” other than would be obtained in an arm’s length transaction between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material to a Certificateholder’s understanding of the Certificates:  

Depositor as to (a)

Sponsor/Seller as to (b)

▪ Master Servicer   Master Servicer
▪ Securities Administrator   Securities Administrator
▪ Trustee   Depositor/Sponsor
▪ Any other 1108(a)(3) servicer   Servicer (as to itself)
▪ Any 1110 Originator   Depositor/Sponsor
▪ Any 1112(b) Significant Obligor   Depositor/Sponsor
▪ Any 1114 Credit Enhancement Provider   Depositor/Sponsor
▪ Any 1115 Derivative Counterparty Provider   Depositor/Sponsor
▪ Any other 1101(d)(1) material party   Depositor/Sponsor
Whether there are any specific relationships involving the transaction or the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material:  

Depositor as to (a)

Sponsor/Seller as to (b)

▪ Master Servicer   Master Servicer
▪ Securities Administrator   Securities Administrator
▪ Trustee   Depositor/Sponsor
▪ Any other 1108(a)(3) servicer   Servicer (as to itself)
▪ Any 1110 Originator   Depositor/Sponsor
▪ Any 1112(b) Significant Obligor   Depositor/Sponsor
▪ Any 1114 Credit Enhancement Provider   Depositor/Sponsor
▪ Any 1115 Derivative Counterparty Provider   Depositor/Sponsor
▪ Any other 1101(d)(1) material party   Depositor/Sponsor

 

M-3
 

 

EXHIBIT N

ADDITIONAL FORM 8-K DISCLOSURE

 

FORM 8-K DISCLOSURE INFORMATION
Item on Form 8-K   Party Responsible

Item 1.01- Entry into a Material Definitive Agreement

 

Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.

 

Examples: servicing agreement, custody agreement.

 

Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus

  All parties (as to themselves)

Item 1.02- Termination of a Material Definitive Agreement

 

Disclosure is required regarding termination of  any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.

 

Examples: servicing agreement, custody agreement.

  All parties (as to themselves)

Item 1.03- Bankruptcy or Receivership

 

Disclosure is required regarding the bankruptcy or receivership, with respect to any of the following:

  Depositor
▪ Sponsor (Seller)   Depositor/Sponsor (Seller)
▪ Depositor   Depositor
▪ Master Servicer   Master Servicer
▪ Affiliated Servicer   Servicer (as to itself)
▪ Other Servicer servicing 20% or more of the pool assets at the time of the report   Servicer (as to itself)
▪ Other material servicers   Servicer (as to itself)
▪ Trustee   Trustee
▪ Securities Administrator   Securities Administrator
▪ Significant Obligor   Depositor

 

N-1
 

 

FORM 8-K DISCLOSURE INFORMATION
Item on Form 8-K   Party Responsible
▪ Credit Enhancer (10% or more)   Depositor
▪ Derivative Counterparty   Depositor
▪ Custodian   Custodian

Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

 

Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

 

Disclosure will be made of events other than waterfall triggers which are disclosed in the Distribution Date Statements to the certificateholders.

 

Depositor

Master Servicer

Securities Administrator

Item 3.03- Material Modification to Rights of Security Holders

 

Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.

 

Securities Administrator

Depositor

Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

 

Disclosure is required of any amendment “to the governing documents of the issuing entity”.

  Depositor
Item 6.01- ABS Informational and Computational Material   Depositor

Item 6.02- Change of Servicer or Securities Administrator

 

Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.

 

Master Servicer/Securities Administrator/Depositor/

Servicer (as to itself)/Trustee

Reg AB disclosure about any new servicer or master servicer is also required.   Servicer (as to itself)/Master Servicer/Depositor
Reg AB disclosure about any new Trustee is also required.   Depositor/Securities Administrator

 

N-2
 

 

FORM 8-K DISCLOSURE INFORMATION
Item on Form 8-K   Party Responsible

Item 6.03- Change in Credit Enhancement or External Support

 

Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided.  Applies to external credit enhancements as well as derivatives.

  Depositor/Securities Administrator
Reg AB disclosure about any new enhancement provider is also required.   Depositor
Item 6.04- Failure to Make a Required Distribution   Securities Administrator

Item 6.05- Securities Act Updating Disclosure

 

If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.

  Depositor
If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.   Depositor
Item 7.01- Reg FD Disclosure   All parties (as to themselves)

Item 8.01- Other Events

 

Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.

  Depositor
Item 9.01- Financial Statements and Exhibits   Responsible party for reporting/disclosing the financial statement or exhibit

 

N-3
 

 

EXHIBIT O

 

FORM OF CERTIFICATION FOR NRSROs AND DEPOSITOR

[Date]

 

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: RMBS – SEMT 2013-7

 

Attention:Sequoia Mortgage Trust 2013-7,

Mortgage Pass-Through Certificates, Series 2013-7

 

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Wilmington Trust, National Association, as Trustee with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

 

With respect to any Nationally Recognized Statistical Rating Organization (“NRSRO”):

 

1.The undersigned, an NRSRO, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e).
2.The undersigned has access to the Depositor's 17g-5 website, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the Rule 17g-5 Website.
3.The undersigned shall be deemed to have recertified to the provisions herein each time it accesses any information on the Rule 17g-5 Website maintained by the Securities Administrator.

 

With respect to the Depositor:

 

1.The undersigned is the Depositor under the Pooling and Servicing Agreement.

 

Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

 

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

 

O-1
 

 

SCHEDULE A

MORTGAGE LOAN SCHEDULE

 

 

  1 2 3 4 5 6 7 8 9 10 11
  Primary Servicer Servicing Fee % Servicing Fee—Flatdollar Servicing Advance Methodology Originator Loan Group Loan Number Amortization Type Lien Position HELOC Indicator Loan Purpose
1 1000383 0.002500     9999999   10000011789 1 1 0 9
2 1000383 0.002500     9999999   10000011715 1 1 0 7
3 1000383 0.002500     9999999   10000011634 1 1 0 7
4 1000383 0.002500     9999999   10000011542 1 1 0 9
5 1000383 0.002500     9999999   10000011415 1 1 0 9
6 1000383 0.002500     9999999   10000011398 1 1 0 6
7 1000383 0.002500     9999996   10000011389 1 1 0 7
8 1000383 0.002500     1000536   10000011382 1 1 0 7
9 1000383 0.002500     9999999   10000011375 1 1 0 7
10 1000383 0.002500     1000536   10000011345 1 1 0 6
11 1000383 0.002500     9999996   10000011337 1 1 0 7
12 1000383 0.002500     9999999   10000011320 1 1 0 9
13 1000383 0.002500     9999999   10000011291 1 1 0 9
14 1000383 0.002500     9999999   10000011272 1 1 0 9
15 1000383 0.002500     9999999   10000011268 1 1 0 7
16 1000383 0.002500     9999996   10000011258 1 1 0 6
17 1000383 0.002500     9999996   10000011154 1 1 0 7
18 1000383 0.002500     9999999   10000011150 1 1 0 7
19 1000383 0.002500     9999999   10000011122 1 1 0 9
20 1000383 0.002500     9999999   10000011117 1 1 0 7
21 1000383 0.002500     9999996   10000011060 1 1 0 7
22 1000383 0.002500     9999996   10000011053 1 1 0 9
23 1000383 0.002500     9999999   10000011036 1 1 0 9
24 1000383 0.002500     9999999   10000011035 1 1 0 7
25 1000383 0.002500     9999999   10000011026 1 1 0 7
26 1000383 0.002500     9999999   10000011013 1 1 0 7
27 1000383 0.002500     1000536   10000011010 1 1 0 9
28 1000383 0.002500     9999999   10000010975 1 1 0 9
29 1000383 0.002500     9999999   10000010947 1 1 0 3
30 1000383 0.002500     9999999   10000010932 1 1 0 7
31 1000383 0.002500     9999999   10000010916 1 1 0 9
32 1000383 0.002500     9999999   10000010909 1 1 0 7
33 1000383 0.002500     1000536   10000010900 1 1 0 7
34 1000383 0.002500     9999999   10000010894 1 1 0 7
35 1000383 0.002500     9999999   10000010890 1 1 0 9
36 1000383 0.002500     9999999   10000010854 1 1 0 7
37 1000383 0.002500     9999999   10000010841 1 1 0 7
38 1000383 0.002500     9999999   10000010813 1 1 0 6
39 1000383 0.002500     9999999   10000010811 1 1 0 9
40 1000383 0.002500     9999999   10000010784 1 1 0 9
41 1000383 0.002500     1000536   10000010780 1 1 0 7
42 1000383 0.002500     9999999   10000010771 1 1 0 6
43 1000383 0.002500     1008808   10000010747 1 1 0 7
44 1000383 0.002500     1000536   10000010736 1 1 0 7
45 1000383 0.002500     9999999   10000010716 1 1 0 7
46 1000383 0.002500     9999999   10000010701 1 1 0 7
47 1000383 0.002500     9999999   10000010696 1 1 0 9
48 1000383 0.002500     9999996   10000010691 1 1 0 9
49 1000383 0.002500     9999999   10000010689 1 1 0 7
50 1000383 0.002500     9999999   10000010670 1 1 0 9
51 1000383 0.002500     9999999   10000010668 1 1 0 7
52 1000383 0.002500     9999999   10000010665 1 1 0 9
53 1000383 0.002500     9999999   10000010660 1 1 0 9
54 1000383 0.002500     9999999   10000010653 1 1 0 9
55 1000383 0.002500     9999999   10000010644 1 1 0 7
56 1000383 0.002500     9999999   10000010638 1 1 0 6
57 1000383 0.002500     9999999   10000010635 1 1 0 9
58 1000383 0.002500     9999999   10000010631 1 1 0 9
59 1000383 0.002500     9999999   10000010623 1 1 0 7
60 1000383 0.002500     9999999   10000010615 1 1 0 9
61 1000383 0.002500     9999996   10000010608 1 1 0 9
62 1000383 0.002500     1000633   10000010607 1 1 0 9
63 1000383 0.002500     1008808   10000010587 1 1 0 6
64 1000383 0.002500     9999999   10000010559 1 1 0 9
65 1000383 0.002500     9999999   10000010554 1 1 0 9
66 1000383 0.002500     9999999   10000010553 1 1 0 9
67 1000383 0.002500     9999999   10000010534 1 1 0 9
68 1000383 0.002500     9999999   10000010520 1 1 0 7
69 1000383 0.002500     9999999   10000010506 1 1 0 9
70 1000383 0.002500     9999999   10000010497 1 1 0 9
71 1000383 0.002500     1008808   10000010473 1 1 0 6
72 1000383 0.002500     9999999   10000010470 1 1 0 3
73 1000383 0.002500     9999999   10000010469 1 1 0 6
74 1000383 0.002500     9999999   10000010458 1 1 0 7
75 1000383 0.002500     9999999   10000010451 1 1 0 9
76 1000383 0.002500     9999999   10000010449 1 1 0 6
77 1000383 0.002500     1008808   10000010438 1 1 0 7
78 1000383 0.002500     9999996   10000010432 1 1 0 9
79 1000383 0.002500     9999999   10000010421 1 1 0 9
80 1000383 0.002500     9999999   10000010416 1 1 0 3
81 1000383 0.002500     1000633   10000010406 1 1 0 6
82 1000383 0.002500     9999999   10000010403 1 1 0 3
83 1000383 0.002500     1000633   10000010402 1 1 0 9
84 1000383 0.002500     9999999   10000010397 1 1 0 7
85 1000383 0.002500     9999996   10000010385 1 1 0 7
86 1000383 0.002500     9999999   10000010384 1 1 0 9
87 1000383 0.002500     9999999   10000010383 1 1 0 9
88 1000383 0.002500     9999999   10000010381 1 1 0 3
89 1000383 0.002500     1000536   10000010369 1 1 0 9
90 1000383 0.002500     9999999   10000010368 1 1 0 9
91 1000383 0.002500     9999996   10000010362 1 1 0 9
92 1000383 0.002500     9999999   10000010358 1 1 0 7
93 1000383 0.002500     9999999   10000010357 1 1 0 7
94 1000383 0.002500     9999999   10000010356 1 1 0 9
95 1000383 0.002500     9999999   10000010353 1 1 0 3
96 1000383 0.002500     9999996   10000010350 1 1 0 9
97 1000383 0.002500     9999996   10000010349 1 1 0 9
98 1000383 0.002500     9999999   10000010345 1 1 0 6
99 1000383 0.002500     9999999   10000010344 1 1 0 7
100 1000383 0.002500     9999999   10000010326 1 1 0 7
101 1000383 0.002500     9999999   10000010325 1 1 0 7
102 1000383 0.002500     9999999   10000010320 1 1 0 9
103 1000383 0.002500     9999999   10000010310 1 1 0 9
104 1000383 0.002500     1008808   10000010305 1 1 0 7
105 1000383 0.002500     9999999   10000010304 1 1 0 7
106 1000383 0.002500     9999999   10000010293 1 1 0 7
107 1000383 0.002500     9999999   10000010292 1 1 0 7
108 1000383 0.002500     9999999   10000010283 1 1 0 7
109 1000383 0.002500     9999999   10000010271 1 1 0 9
110 1000383 0.002500     9999999   10000010256 1 1 0 9
111 1000383 0.002500     9999999   10000010249 1 1 0 9
112 1000383 0.002500     9999999   10000010243 1 1 0 9
113 1000383 0.002500     9999999   10000010242 1 1 0 9
114 1000383 0.002500     9999999   10000010241 1 1 0 9
115 1000383 0.002500     9999999   10000010232 1 1 0 7
116 1000383 0.002500     1000633   10000010231 1 1 0 7
117 1000383 0.002500     9999999   10000010229 1 1 0 9
118 1000383 0.002500     1000536   10000010222 1 1 0 7
119 1000383 0.002500     1000536   10000010219 1 1 0 7
120 1000383 0.002500     1000536   10000010216 1 1 0 6
121 1000383 0.002500     9999999   10000010203 1 1 0 9
122 1000383 0.002500     9999996   10000010185 1 1 0 9
123 1000383 0.002500     9999999   10000010183 1 1 0 9
124 1000383 0.002500     9999999   10000010181 1 1 0 9
125 1000383 0.002500     9999996   10000010180 1 1 0 9
126 1000383 0.002500     9999999   10000010173 1 1 0 9
127 1000383 0.002500     9999999   10000010172 1 1 0 3
128 1000383 0.002500     9999999   10000010168 1 1 0 9
129 1000383 0.002500     9999999   10000010166 1 1 0 9
130 1000383 0.002500     9999996   10000010159 1 1 0 3
131 1000383 0.002500     9999999   10000010143 1 1 0 9
132 1000383 0.002500     1000536   10000010136 1 1 0 9
133 1000383 0.002500     1000536   10000010121 1 1 0 7
134 1000383 0.002500     9999999   10000010107 1 1 0 9
135 1000383 0.002500     1000633   10000010096 1 1 0 7
136 1000383 0.002500     9999999   10000010087 1 1 0 9
137 1000383 0.002500     9999999   10000010064 1 1 0 7
138 1000383 0.002500     9999999   10000010060 1 1 0 7
139 1000383 0.002500     9999999   10000010059 1 1 0 9
140 1000383 0.002500     9999999   10000010058 1 1 0 9
141 1000383 0.002500     9999996   10000010054 1 1 0 3
142 1000383 0.002500     9999996   10000010047 1 1 0 9
143 1000383 0.002500     1000536   10000010043 1 1 0 9
144 1000383 0.002500     1000536   10000010039 1 1 0 9
145 1000383 0.002500     9999999   10000010035 1 1 0 9
146 1000383 0.002500     9999999   10000010033 1 1 0 9
147 1000383 0.002500     1000536   10000010032 1 1 0 7
148 1000383 0.002500     1000536   10000010030 1 1 0 9
149 1000383 0.002500     9999999   10000010023 1 1 0 9
150 1000383 0.002500     1000536   10000010019 1 1 0 9
151 1000383 0.002500     9999999   10000010018 1 1 0 7
152 1000383 0.002500     1008808   10000010017 1 1 0 7
153 1000383 0.002500     9999999   10000010015 1 1 0 7
154 1000383 0.002500     9999999   10000010012 1 1 0 9
155 1000383 0.002500     9999999   10000010011 1 1 0 7
156 1000383 0.002500     9999999   10000010008 1 1 0 9
157 1000383 0.002500     9999999   10000010006 1 1 0 9
158 1000383 0.002500     1008808   10000010005 1 1 0 6
159 1000383 0.002500     9999999   10000010004 1 1 0 9
160 1000383 0.002500     9999999   10000009995 1 1 0 9
161 1000383 0.002500     9999999   10000009987 1 1 0 9
162 1000383 0.002500     9999999   10000009986 1 1 0 9
163 1000383 0.002500     9999999   10000009981 1 1 0 6
164 1000383 0.002500     9999999   10000009977 1 1 0 7
165 1000383 0.002500     9999999   10000009973 1 1 0 9
166 1000383 0.002500     9999999   10000009972 1 1 0 9
167 1000383 0.002500     9999999   10000009969 1 1 0 7
168 1000383 0.002500     9999999   10000009965 1 1 0 9
169 1000383 0.002500     9999999   10000009963 1 1 0 9
170 1000383 0.002500     9999999   10000009959 1 1 0 9
171 1000383 0.002500     9999999   10000009949 1 1 0 7
172 1000383 0.002500     9999999   10000009943 1 1 0 9
173 1000383 0.002500     9999999   10000009937 1 1 0 7
174 1000383 0.002500     9999999   10000009908 1 1 0 9
175 1000383 0.002500     9999999   10000009903 1 1 0 9
176 1000383 0.002500     9999999   10000009862 1 1 0 3
177 1000383 0.002500     1000536   10000009859 1 1 0 7
178 1000383 0.002500     9999999   10000009855 1 1 0 6
179 1000383 0.002500     1000633   10000009848 1 1 0 7
180 1000383 0.002500     9999999   10000009842 1 1 0 9
181 1000383 0.002500     9999999   10000009839 1 1 0 9
182 1000383 0.002500     9999999   10000009837 1 1 0 7
183 1000383 0.002500     1000633   10000009834 1 1 0 7
184 1000383 0.002500     9999999   10000009827 1 1 0 7
185 1000383 0.002500     9999999   10000009822 1 1 0 7
186 1000383 0.002500     9999999   10000009812 1 1 0 9
187 1000383 0.002500     9999999   10000009807 1 1 0 9
188 1000383 0.002500     9999999   10000009805 1 1 0 9
189 1000383 0.002500     1000536   10000009795 1 1 0 6
190 1000383 0.002500     9999999   10000009790 1 1 0 9
191 1000383 0.002500     1000536   10000009786 1 1 0 7
192 1000383 0.002500     9999999   10000009784 1 1 0 7
193 1000383 0.002500     9999999   10000009768 1 1 0 9
194 1000383 0.002500     9999999   10000009759 1 1 0 6
195 1000383 0.002500     9999999   10000009758 1 1 0 7
196 1000383 0.002500     9999999   10000009736 1 1 0 6
197 1000383 0.002500     9999999   10000009729 1 1 0 7
198 1000383 0.002500     9999999   10000009727 1 1 0 9
199 1000383 0.002500     9999999   10000009724 1 1 0 7
200 1000383 0.002500     9999999   10000009723 1 1 0 7
201 1000383 0.002500     9999999   10000009721 1 1 0 7
202 1000383 0.002500     9999999   10000009717 1 1 0 9
203 1000383 0.002500     9999996   10000009716 1 1 0 9
204 1000383 0.002500     1000536   10000009710 1 1 0 7
205 1000383 0.002500     9999999   10000009702 1 1 0 7
206 1000383 0.002500     1000633   10000009696 1 1 0 9
207 1000383 0.002500     9999999   10000009695 1 1 0 7
208 1000383 0.002500     1000536   10000009690 1 1 0 9
209 1000383 0.002500     9999999   10000009686 1 1 0 9
210 1000383 0.002500     9999999   10000009684 1 1 0 6
211 1000383 0.002500     9999999   10000009682 1 1 0 6
212 1000383 0.002500     9999999   10000009680 1 1 0 9
213 1000383 0.002500     9999996   10000009675 1 1 0 7
214 1000383 0.002500     9999999   10000009658 1 1 0 7
215 1000383 0.002500     9999999   10000009649 1 1 0 3
216 1000383 0.002500     9999999   10000009648 1 1 0 9
217 1000383 0.002500     9999996   10000009645 1 1 0 9
218 1000383 0.002500     9999996   10000009644 1 1 0 9
219 1000383 0.002500     9999999   10000009643 1 1 0 9
220 1000383 0.002500     9999999   10000009636 1 1 0 7
221 1000383 0.002500     9999999   10000009632 1 1 0 9
222 1000383 0.002500     9999999   10000009627 1 1 0 9
223 1000383 0.002500     9999999   10000009625 1 1 0 7
224 1000383 0.002500     9999999   10000009621 1 1 0 9
225 1000383 0.002500     1000536   10000009620 1 1 0 9
226 1000383 0.002500     9999999   10000009619 1 1 0 7
227 1000383 0.002500     9999999   10000009616 1 1 0 7
228 1000383 0.002500     9999999   10000009614 1 1 0 9
229 1000383 0.002500     9999996   10000009612 1 1 0 9
230 1000383 0.002500     9999999   10000009611 1 1 0 7
231 1000383 0.002500     9999999   10000009604 1 1 0 9
232 1000383 0.002500     9999999   10000009591 1 1 0 6
233 1000383 0.002500     9999999   10000009589 1 1 0 9
234 1000383 0.002500     9999999   10000009587 1 1 0 9
235 1000383 0.002500     9999996   10000009579 1 1 0 7
236 1000383 0.002500     9999999   10000009578 1 1 0 7
237 1000383 0.002500     9999999   10000009576 1 1 0 7
238 1000383 0.002500     9999999   10000009573 1 1 0 6
239 1000383 0.002500     9999999   10000009569 1 1 0 7
240 1000383 0.002500     9999999   10000009557 1 1 0 7
241 1000383 0.002500     9999996   10000009555 1 1 0 9
242 1000383 0.002500     9999999   10000009542 1 1 0 9
243 1000383 0.002500     1000536   10000009538 1 1 0 7
244 1000383 0.002500     1000536   10000009536 1 1 0 7
245 1000383 0.002500     9999999   10000009534 1 1 0 9
246 1000383 0.002500     9999999   10000009533 1 1 0 9
247 1000383 0.002500     9999999   10000009532 1 1 0 9
248 1000383 0.002500     9999999   10000009525 1 1 0 3
249 1000383 0.002500     9999999   10000009517 1 1 0 9
250 1000383 0.002500     9999999   10000009514 1 1 0 7
251 1000383 0.002500     9999999   10000009508 1 1 0 9
252 1000383 0.002500     9999999   10000009499 1 1 0 9
253 1000383 0.002500     1000633   10000009496 1 1 0 9
254 1000383 0.002500     9999999   10000009481 1 1 0 9
255 1000383 0.002500     1008808   10000009475 1 1 0 7
256 1000383 0.002500     9999999   10000009472 1 1 0 7
257 1000383 0.002500     9999999   10000009463 1 1 0 9
258 1000383 0.002500     9999996   10000009458 1 1 0 9
259 1000383 0.002500     1008808   10000009450 1 1 0 7
260 1000383 0.002500     1000536   10000009447 1 1 0 9
261 1000383 0.002500     9999999   10000009444 1 1 0 7
262 1000383 0.002500     9999999   10000009438 1 1 0 9
263 1000383 0.002500     9999999   10000009425 1 1 0 9
264 1000383 0.002500     9999999   10000009424 1 1 0 9
265 1000383 0.002500     9999999   10000009415 1 1 0 9
266 1000383 0.002500     9999996   10000009412 1 1 0 9
267 1000383 0.002500     9999999   10000009411 1 1 0 9
268 1000383 0.002500     9999999   10000009408 1 1 0 9
269 1000383 0.002500     9999999   10000009404 1 1 0 9
270 1000383 0.002500     9999999   10000009403 1 1 0 9
271 1000383 0.002500     9999999   10000009398 1 1 0 9
272 1000383 0.002500     9999999   10000009393 1 1 0 7
273 1000383 0.002500     9999999   10000009390 1 1 0 9
274 1000383 0.002500     9999999   10000009389 1 1 0 6
275 1000383 0.002500     9999999   10000009386 1 1 0 9
276 1000383 0.002500     9999999   10000009377 1 1 0 9
277 1000383 0.002500     9999999   10000009353 1 1 0 9
278 1000383 0.002500     9999999   10000009351 1 1 0 3
279 1000383 0.002500     9999999   10000009344 1 1 0 7
280 1000383 0.002500     9999999   10000009342 1 1 0 9
281 1000383 0.002500     1000536   10000009337 1 1 0 9
282 1000383 0.002500     9999999   10000009328 1 1 0 3
283 1000383 0.002500     9999999   10000009327 1 1 0 7
284 1000383 0.002500     9999999   10000009326 1 1 0 6
285 1000383 0.002500     9999999   10000009318 1 1 0 3
286 1000383 0.002500     1008808   10000009313 1 1 0 7
287 1000383 0.002500     1000633   10000009300 1 1 0 7
288 1000383 0.002500     9999999   10000009299 1 1 0 9
289 1000383 0.002500     9999996   10000009296 1 1 0 9
290 1000383 0.002500     9999999   10000009292 1 1 0 7
291 1000383 0.002500     1000536   10000009291 1 1 0 9
292 1000383 0.002500     9999999   10000009278 1 1 0 9
293 1000383 0.002500     9999999   10000009273 1 1 0 7
294 1000383 0.002500     9999999   10000009272 1 1 0 9
295 1000383 0.002500     9999999   10000009271 1 1 0 9
296 1000383 0.002500     9999999   10000009269 1 1 0 9
297 1000383 0.002500     9999999   10000009266 1 1 0 9
298 1000383 0.002500     9999999   10000009262 1 1 0 3
299 1000383 0.002500     9999999   10000009243 1 1 0 9
300 1000383 0.002500     9999999   10000009233 1 1 0 7
301 1000383 0.002500     9999999   10000009227 1 1 0 9
302 1000383 0.002500     9999999   10000009226 1 1 0 9
303 1000383 0.002500     9999999   10000009221 1 1 0 7
304 1000383 0.002500     1008808   10000009216 1 1 0 9
305 1000383 0.002500     1000536   10000009208 1 1 0 7
306 1000383 0.002500     9999999   10000009207 1 1 0 7
307 1000383 0.002500     9999999   10000009202 1 1 0 7
308 1000383 0.002500     1000536   10000009201 1 1 0 3
309 1000383 0.002500     9999999   10000009192 1 1 0 9
310 1000383 0.002500     1008808   10000009184 1 1 0 9
311 1000383 0.002500     9999999   10000009172 1 1 0 7
312 1000383 0.002500     9999999   10000009170 1 1 0 9
313 1000383 0.002500     9999999   10000009159 1 1 0 9
314 1000383 0.002500     9999999   10000009152 1 1 0 9
315 1000383 0.002500     9999999   10000009149 1 1 0 9
316 1000383 0.002500     9999999   10000009142 1 1 0 9
317 1000383 0.002500     9999999   10000009134 1 1 0 9
318 1000383 0.002500     9999999   10000009128 1 1 0 3
319 1000383 0.002500     9999999   10000009127 1 1 0 9
320 1000383 0.002500     9999999   10000009120 1 1 0 7
321 1000383 0.002500     9999999   10000009117 1 1 0 9
322 1000383 0.002500     9999999   10000009111 1 1 0 7
323 1000383 0.002500     9999999   10000009107 1 1 0 3
324 1000383 0.002500     9999999   10000009105 1 1 0 9
325 1000383 0.002500     9999999   10000009100 1 1 0 7
326 1000383 0.002500     9999999   10000009099 1 1 0 3
327 1000383 0.002500     9999999   10000009098 1 1 0 9
328 1000383 0.002500     9999999   10000009097 1 1 0 7
329 1000383 0.002500     9999999   10000009092 1 1 0 9
330 1000383 0.002500     9999999   10000009087 1 1 0 9
331 1000383 0.002500     9999999   10000009082 1 1 0 9
332 1000383 0.002500     9999999   10000009080 1 1 0 9
333 1000383 0.002500     9999999   10000009075 1 1 0 9
334 1000383 0.002500     9999996   10000009072 1 1 0 9
335 1000383 0.002500     9999999   10000009069 1 1 0 9
336 1000383 0.002500     9999999   10000009065 1 1 0 6
337 1000383 0.002500     9999999   10000009054 1 1 0 9
338 1000383 0.002500     9999999   10000009047 1 1 0 9
339 1000383 0.002500     9999996   10000009038 1 1 0 3
340 1000383 0.002500     9999999   10000009032 1 1 0 9
341 1000383 0.002500     9999999   10000009019 1 1 0 7
342 1000383 0.002500     9999999   10000009012 1 1 0 9
343 1000383 0.002500     9999999   10000009006 1 1 0 9
344 1000383 0.002500     9999999   10000008995 1 1 0 9
345 1000383 0.002500     9999999   10000008981 1 1 0 7
346 1000383 0.002500     9999999   10000008974 1 1 0 9
347 1000383 0.002500     9999999   10000008969 1 1 0 9
348 1000383 0.002500     9999999   10000008962 1 1 0 9
349 1000383 0.002500     9999999   10000008961 1 1 0 3
350 1000383 0.002500     9999999   10000008957 1 1 0 9
351 1000383 0.002500     9999999   10000008948 1 1 0 9
352 1000383 0.002500     1008808   10000008944 1 1 0 9
353 1000383 0.002500     1008808   10000008940 1 1 0 9
354 1000383 0.002500     1000633   10000008936 1 1 0 7
355 1000383 0.002500     9999999   10000008925 1 1 0 7
356 1000383 0.002500     9999999   10000008921 1 1 0 9
357 1000383 0.002500     9999999   10000008915 1 1 0 9
358 1000383 0.002500     9999999   10000008909 1 1 0 7
359 1000383 0.002500     1008808   10000008906 1 1 0 9
360 1000383 0.002500     1000536   10000008902 1 1 0 9
361 1000383 0.002500     9999999   10000008901 1 1 0 9
362 1000383 0.002500     9999999   10000008895 1 1 0 7
363 1000383 0.002500     9999999   10000008893 1 1 0 9
364 1000383 0.002500     9999999   10000008889 1 1 0 9
365 1000383 0.002500     9999999   10000008886 1 1 0 7
366 1000383 0.002500     9999999   10000008885 1 1 0 9
367 1000383 0.002500     9999999   10000008865 1 1 0 7
368 1000383 0.002500     9999999   10000008861 1 1 0 9
369 1000383 0.002500     9999999   10000008856 1 1 0 9
370 1000383 0.002500     9999999   10000008843 1 1 0 9
371 1000383 0.002500     1000536   10000008842 1 1 0 7
372 1000383 0.002500     9999999   10000008838 1 1 0 3
373 1000383 0.002500     1000536   10000008835 1 1 0 9
374 1000383 0.002500     1008808   10000008834 1 1 0 9
375 1000383 0.002500     9999999   10000008832 1 1 0 9
376 1000383 0.002500     1000633   10000008828 1 1 0 7
377 1000383 0.002500     9999999   10000008827 1 1 0 9
378 1000383 0.002500     9999999   10000008824 1 1 0 9
379 1000383 0.002500     9999999   10000008823 1 1 0 9
380 1000383 0.002500     9999999   10000008821 1 1 0 9
381 1000383 0.002500     9999999   10000008807 1 1 0 3
382 1000383 0.002500     1000633   10000008804 1 1 0 9
383 1000383 0.002500     9999999   10000008798 1 1 0 3
384 1000383 0.002500     9999999   10000008785 1 1 0 9
385 1000383 0.002500     9999999   10000008782 1 1 0 9
386 1000383 0.002500     9999999   10000008779 1 1 0 7
387 1000383 0.002500     9999999   10000008775 1 1 0 9
388 1000383 0.002500     9999999   10000008774 1 1 0 9
389 1000383 0.002500     9999999   10000008773 1 1 0 7
390 1000383 0.002500     9999999   10000008745 1 1 0 7
391 1000383 0.002500     1000633   10000008736 1 1 0 9
392 1000383 0.002500     9999996   10000008735 1 1 0 9
393 1000383 0.002500     9999999   10000008730 1 1 0 7
394 1000383 0.002500     9999999   10000008725 1 1 0 9
395 1000383 0.002500     9999999   10000008723 1 1 0 9
396 1000383 0.002500     1000536   10000008719 1 1 0 7
397 1000383 0.002500     9999999   10000008717 1 1 0 9
398 1000383 0.002500     1000536   10000008716 1 1 0 9
399 1000383 0.002500     1000633   10000008713 1 1 0 6
400 1000383 0.002500     9999999   10000008667 1 1 0 9
401 1000383 0.002500     9999999   10000008665 1 1 0 9
402 1000383 0.002500     9999999   10000008664 1 1 0 7
403 1000383 0.002500     9999999   10000008655 1 1 0 9
404 1000383 0.002500     9999999   10000008644 1 1 0 9
405 1000383 0.002500     9999999   10000008640 1 1 0 6
406 1000383 0.002500     9999999   10000008633 1 1 0 9
407 1000383 0.002500     9999999   10000008629 1 1 0 7
408 1000383 0.002500     9999999   10000008628 1 1 0 7
409 1000383 0.002500     9999999   10000008625 1 1 0 9
410 1000383 0.002500     9999999   10000008622 1 1 0 7
411 1000383 0.002500     1000536   10000008611 1 1 0 9
412 1000383 0.002500     9999999   10000008600 1 1 0 9
413 1000383 0.002500     9999999   10000008598 1 1 0 9
414 1000383 0.002500     9999999   10000008590 1 1 0 9
415 1000383 0.002500     9999999   10000008587 1 1 0 7
416 1000383 0.002500     1000633   10000008581 1 1 0 6
417 1000383 0.002500     9999999   10000008578 1 1 0 7
418 1000383 0.002500     9999999   10000008570 1 1 0 3
419 1000383 0.002500     1008808   10000008567 1 1 0 9
420 1000383 0.002500     9999999   10000008559 1 1 0 9
421 1000383 0.002500     9999999   10000008542 1 1 0 9
422 1000383 0.002500     9999999   10000008541 1 1 0 9
423 1000383 0.002500     1000536   10000008529 1 1 0 3
424 1000383 0.002500     1000536   10000008527 1 1 0 9
425 1000383 0.002500     9999999   10000008523 1 1 0 9
426 1000383 0.002500     1000633   10000008521 1 1 0 9
427 1000383 0.002500     9999999   10000008513 1 1 0 9
428 1000383 0.002500     1008808   10000008510 1 1 0 7
429 1000383 0.002500     9999999   10000008505 1 1 0 9
430 1000383 0.002500     9999999   10000008493 1 1 0 9
431 1000383 0.002500     9999999   10000008488 1 1 0 9
432 1000383 0.002500     9999999   10000008457 1 1 0 9
433 1000383 0.002500     9999999   10000008455 1 1 0 9
434 1000383 0.002500     9999999   10000008451 1 1 0 7
435 1000383 0.002500     1008808   10000008431 1 1 0 9
436 1000383 0.002500     9999999   10000008428 1 1 0 9
437 1000383 0.002500     9999999   10000008389 1 1 0 9
438 1000383 0.002500     9999999   10000008380 1 1 0 9
439 1000383 0.002500     1008808   10000008373 1 1 0 9
440 1000383 0.002500     1000633   10000008360 1 1 0 9
441 1000383 0.002500     9999999   10000008348 1 1 0 9
442 1000383 0.002500     1008808   10000008346 1 1 0 9
443 1000383 0.002500     9999999   10000008343 1 1 0 9
444 1000383 0.002500     1000536   10000008301 1 1 0 3
445 1000383 0.002500     1000536   10000008299 1 1 0 3
446 1000383 0.002500     1000536   10000008294 1 1 0 9
447 1000383 0.002500     9999999   10000008286 1 1 0 3
448 1000383 0.002500     9999999   10000008258 1 1 0 9
449 1000383 0.002500     9999999   10000008251 1 1 0 9
450 1000383 0.002500     9999999   10000008239 1 1 0 9
451 1000383 0.002500     9999999   10000008235 1 1 0 9
452 1000383 0.002500     9999999   10000008225 1 1 0 9
453 1000383 0.002500     9999999   10000008224 1 1 0 9
454 1000383 0.002500     1000536   10000008222 1 1 0 9
455 1000383 0.002500     9999999   10000008220 1 1 0 7
456 1000383 0.002500     9999999   10000008177 1 1 0 7
457 1000383 0.002500     9999996   10000008154 1 1 0 9
458 1000383 0.002500     9999999   10000008152 1 1 0 9
459 1000383 0.002500     1000633   10000008139 1 1 0 7
460 1000383 0.002500     9999999   10000008125 1 1 0 9
461 1000383 0.002500     9999999   10000008092 1 1 0 7
462 1000383 0.002500     9999999   10000008083 1 1 0 9
463 1000383 0.002500     1000633   10000008066 1 1 0 3
464 1000383 0.002500     9999999   10000008047 1 1 0 9
465 1000383 0.002500     1008808   10000008040 1 1 0 9
466 1000383 0.002500     9999999   10000008031 1 1 0 3
467 1000383 0.002500     9999999   10000008014 1 1 0 9
468 1000383 0.002500     1008808   10000008013 1 1 0 9
469 1000383 0.002500     1008808   10000008011 1 1 0 9
470 1000383 0.002500     9999999   10000007983 1 1 0 9
471 1000383 0.002500     1008808   10000007971 1 1 0 9
472 1000383 0.002500     9999999   10000007970 1 1 0 9
473 1000383 0.002500     9999999   10000007969 1 1 0 9
474 1000383 0.002500     9999999   10000007955 1 1 0 9
475 1000383 0.002500     9999999   10000007951 1 1 0 9
476 1000383 0.002500     9999999   10000007947 1 1 0 9
477 1000383 0.002500     9999999   10000007940 1 1 0 9
478 1000383 0.002500     9999999   10000007934 1 1 0 9
479 1000383 0.002500     1000633   10000007929 1 1 0 9
480 1000383 0.002500     9999999   10000007921 1 1 0 6
481 1000383 0.002500     1008808   10000007905 1 1 0 9
482 1000383 0.002500     1008808   10000007904 1 1 0 9
483 1000383 0.002500     1000633   10000007870 1 1 0 9
484 1000383 0.002500     9999999   10000007829 1 1 0 9
485 1000383 0.002500     1000633   10000007827 1 1 0 9
486 1000383 0.002500     9999999   10000007759 1 1 0 7
487 1000383 0.002500     9999999   10000007755 1 1 0 7
488 1000383 0.002500     9999999   10000007754 1 1 0 3
489 1000383 0.002500     9999999   10000007703 1 1 0 9
490 1000383 0.002500     9999999   10000007699 1 1 0 9
491 1000383 0.002500     9999999   10000007686 1 1 0 9
492 1000383 0.002500     9999999   10000007677 1 1 0 9
493 1000383 0.002500     9999999   10000007613 1 1 0 3
494 1000383 0.002500     1000633   10000007602 1 1 0 3
495 1000383 0.002500     9999999   10000007547 1 1 0 9
496 1000383 0.002500     1000536   10000007538 1 1 0 9
497 1000383 0.002500     9999999   10000007537 1 1 0 3
498 1000383 0.002500     9999999   10000007514 1 1 0 9
499 1000383 0.002500     1000633   10000007448 1 1 0 9
500 1000383 0.002500     9999999   10000007437 1 1 0 3
501 1000383 0.002500     9999999   10000007417 1 1 0 9
502 1000383 0.002500     9999999   10000007375 1 1 0 9
503 1000383 0.002500     9999999   10000007360 1 1 0 9
504 1000383 0.002500     9999999   10000007334 1 1 0 9
505 1000383 0.002500     9999999   10000007304 1 1 0 9
506 1000383 0.002500     9999999   10000007291 1 1 0 9
507 1000383 0.002500     9999999   10000007182 1 1 0 9
508 1000383 0.002500     1000633   10000007127 1 1 0 7
509 1000383 0.002500     9999999   10000007062 1 1 0 9
510 1000383 0.002500     9999999   10000007000 1 1 0 9
511 1000383 0.002500     1000633   10000006866 1 1 0 9
512 1000383 0.002500     1000633   10000006861 1 1 0 9
513 1000383 0.002500     1000633   10000006750 1 1 0 9
514 1000383 0.002500     9999999   10000006705 1 1 0 3
515 1000383 0.002500     1000536   10000006454 1 1 0 9
516 1000383 0.002500     9999999   10000006422 1 1 0 7
517 1000383 0.002500     1000633   10000006357 1 1 0 9
518 1000383 0.002500     1000536   10000006289 1 1 0 9
519 1000383 0.002500     9999999   10000006158 1 1 0 9
520 1000383 0.002500     9999999   10000006054 1 1 0 9
521 1000383 0.002500     9999999   10000005892 1 1 0 9
522 1000383 0.002500     9999999   10000005856 1 1 0 9
523 1000383 0.002500     9999996   10000005625 1 1 0 3
524 1002338 0.002500     9999999   3000011311 1 1 0 9
525 1002338 0.002500     9999999   3000011273 1 1 0 9
526 1002338 0.002500     9999999   3000010862 1 1 0 9
527 1002338 0.002500     9999999   3000010861 1 1 0 9
528 1002338 0.002500     9999999   3000010833 1 1 0 9
529 1002338 0.002500     9999999   3000010778 1 1 0 9
530 1002338 0.002500     9999999   3000010748 1 1 0 3
531 1002338 0.002500     9999999   3000010747 1 1 0 3
532 1002338 0.002500     9999999   3000010720 1 1 0 9
533 1002338 0.002500     9999999   3000010568 1 1 0 7
534 1002338 0.002500     9999999   3000009875 1 1 0 9
535 1002338 0.002500     9999999   3000009470 1 1 0 7
536 1002338 0.002500     9999999   3000009228 1 1 0 9
537 1002338 0.002500     9999999   3000009044 1 1 0 7
538 1000200 0.002500     9999999   2000010838 1 1 0 3
539 1000200 0.002500     9999999   2000010820 1 1 0 7
540 1000200 0.002500     9999999   2000010719 1 1 0 7
541 1000200 0.002500     9999999   2000010246 1 1 0 7
542 1000200 0.002500     9999999   2000010165 1 1 0 3
543 1000200 0.002500     9999999   2000009715 1 1 0 7
544 1000200 0.002500     9999999   2000006749 1 1 0 9
545 1000200 0.002500     9999999   2000006054 1 1 0 9
546 1000383 0.002500     9999999   1750008621 1 1 0 9
547 1000383 0.002500     1008808   1650010788 1 1 0 9
548 1000383 0.002500     1008808   1650010737 1 1 0 9
549 1000383 0.002500     1008808   1650010723 1 1 0 7
550 1000383 0.002500     1008808   1650010713 1 1 0 9
551 1000383 0.002500     1008808   1650010681 1 1 0 9
552 1000383 0.002500     1008808   1650010679 1 1 0 9
553 1000383 0.002500     1008808   1650010590 1 1 0 9
554 1000383 0.002500     1008808   1650010539 1 1 0 9
555 1000383 0.002500     1008808   1650010530 1 1 0 9
556 1000383 0.002500     1008808   1650010498 1 1 0 9
557 1000383 0.002500     1008808   1650010045 1 1 0 9
558 1000383 0.002500     1008808   1650010020 1 1 0 9
559 1000383 0.002500     1008808   1650009989 1 1 0 9
560 1000383 0.002500     1008808   1650009780 1 1 0 9
561 1000383 0.002500     1008808   1650009488 1 1 0 9
562 1000383 0.002500     1008808   1650008203 1 1 0 9
563 1000383 0.002500     1008808   1650007027 1 1 0 9
564 1000383 0.002500     1000633   1500009762 1 1 0 9
565 1000383 0.002500     1000633   1500009346 1 1 0 9
566 1000383 0.002500     9999999   1400008724 1 1 0 7
567 1000383 0.002500     9999999   1310007970 1 1 0 9
568 1000383 0.002500     9999999   1300009744 1 1 0 9
569 1000383 0.002500     9999999   1300009576 1 1 0 9
570 1000383 0.002500     9999999   1290010257 1 1 0 3
571 1000383 0.002500     9999999   1150011431 1 1 0 7
572 1000383 0.002500     9999999   1150011375 1 1 0 9
573 1000383 0.002500     9999999   1150011353 1 1 0 9
574 1000383 0.002500     9999999   1150011339 1 1 0 7
575 1000383 0.002500     9999999   1150011308 1 1 0 7
576 1000383 0.002500     9999999   1150011307 1 1 0 9
577 1000383 0.002500     9999999   1150011284 1 1 0 9
578 1000383 0.002500     9999999   1150011258 1 1 0 9
579 1000383 0.002500     9999999   1150011250 1 1 0 9
580 1000383 0.002500     9999999   1150010895 1 1 0 9
581 1000383 0.002500     9999999   1150010883 1 1 0 9
582 1000383 0.002500     9999999   1150010880 1 1 0 3
583 1000383 0.002500     9999999   1150010873 1 1 0 7
584 1000383 0.002500     9999999   1150010821 1 1 0 9
585 1000383 0.002500     9999999   1150010800 1 1 0 9
586 1000383 0.002500     9999999   1150010743 1 1 0 9
587 1000383 0.002500     9999999   1150010682 1 1 0 9
588 1000383 0.002500     9999999   1150010451 1 1 0 9
589 1000383 0.002500     9999999   1150006565 1 1 0 9
590 1000383 0.002500     9999999   1090010001 1 1 0 9
591 1000383 0.002500     9999999   1030009427 1 1 0 9
592 1000383 0.002500     9999999   1010010893 1 1 0 9
593 1000383 0.002500     9999999   1010010892 1 1 0 9
594 1000383 0.002500     9999999   1010010816 1 1 0 3
595 1000383 0.002500     9999999   1010010811 1 1 0 6

 

  12 13 14 15 16 17 18 19 20 21
  Cash Out Amount Total Origination and Discount Points Covered/High Cost Loan Indicator Relocation Loan Indicator Broker Indicator Channel Escrow Indicator Senior Loan
Amount(s)
Loan Type of Most
Senior Lien
Hybrid Period of
Most Senior Lien (in
months)
1           1 4 0    
2           2 0 0    
3           1 4 0    
4           2 0 0    
5           1 0 0    
6           1 0 0    
7           1 4 0    
8           1 4 0    
9           1 0 0    
10           1 4 0    
11           1 4 0    
12           1 4 0    
13           1 4 0    
14           1 0 0    
15           1 4 0    
16           1 0 0    
17           1 0 0    
18           1 4 0    
19           1 4 0    
20           1 4 0    
21           1 4 0    
22           1 0 0    
23           1 0 0    
24           2 4 0    
25           1 0 0    
26           1 0 0    
27           1 0 0    
28           1 0 0    
29           1 0 0    
30           1 4 0    
31           1 0 0    
32           1 0 0    
33           1 4 0    
34           1 0 0    
35           1 0 0    
36           1 0 0    
37           2 0 0    
38           1 1 0    
39           1 0 0    
40           1 0 0    
41           1 4 0    
42           2 4 0    
43           1 0 0    
44           1 4 0    
45           2 4 0    
46           1 4 0    
47           1 4 0    
48           1 0 0    
49           5 4 0    
50           1 4 0    
51           1 4 0    
52           1 0 0    
53           1 0 0    
54           2 0 0    
55           1 0 0    
56           1 4 0    
57           1 1 0    
58           2 0 0    
59           1 0 0    
60           1 4 0    
61           1 0 0    
62           1 0 0    
63           2 4 0    
64           2 0 0    
65           1 0 0    
66           1 1 0    
67           2 0 0    
68           1 4 0    
69           2 4 0    
70           1 1 0    
71           2 0 0    
72           1 4 0    
73           1 4 0    
74           1 0 0    
75           1 0 0    
76           1 4 0    
77           1 4 0    
78           1 4 0    
79           1 0 0    
80           2 0 0    
81           1 4 0    
82           2 4 0    
83           1 4 0    
84           1 1 0    
85           1 0 0    
86           1 4 0    
87           1 4 0    
88           1 4 0    
89           1 0 0    
90           2 0 0    
91           1 0 0    
92           2 0 0    
93           1 4 0    
94           1 0 0    
95           2 4 0    
96           1 0 0    
97           1 4 0    
98           1 4 0    
99           1 4 0    
100           1 4 0    
101           2 0 0    
102           1 0 0    
103           1 0 0    
104           2 0 0    
105           1 4 0    
106           1 4 0    
107           1 4 0    
108           1 4 0    
109           1 4 0    
110           1 0 0    
111           1 0 0    
112           1 4 0    
113           1 0 0    
114           1 4 0    
115           1 0 0    
116           1 4 0    
117           1 0 0    
118           1 1 0    
119           1 0 0    
120           1 4 0    
121           2 1 0    
122           1 0 0    
123           2 0 0    
124           2 0 0    
125           1 0 0    
126           2 0 0    
127           2 4 0    
128           2 0 0    
129           2 4 0    
130           1 0 0    
131           1 0 0    
132           1 0 0    
133           1 4 0    
134           1 0 0    
135           1 4 0    
136           1 4 0    
137           2 4 0    
138           1 4 0    
139           2 0 0    
140           1 4 0    
141           1 0 0    
142           1 0 0    
143           1 4 0    
144           1 0 0    
145           1 0 0    
146           1 4 0    
147           1 4 0    
148           1 0 0    
149           1 4 0    
150           1 4 0    
151           1 0 0    
152           5 0 0    
153           1 0 0    
154           1 4 0    
155           1 0 0    
156           1 0 0    
157           1 0 0    
158           2 0 0    
159           1 0 0    
160           2 4 0    
161           1 4 0    
162           1 4 0    
163           1 0 0    
164           1 4 0    
165           1 0 0    
166           1 0 0    
167           2 4 0    
168           1 0 0    
169           2 0 0    
170           1 0 0    
171           2 4 0    
172           1 0 0    
173           1 0 0    
174           1 0 0    
175           2 0 0    
176           2 0 0    
177           1 4 0    
178           1 0 0    
179           1 4 0    
180           1 4 0    
181           1 0 0    
182           1 0 0    
183           1 4 0    
184           1 4 0    
185           2 0 0    
186           1 4 0    
187           1 4 0    
188           1 4 0    
189           1 0 0    
190           2 0 0    
191           1 0 0    
192           1 4 0    
193           1 0 0    
194           1 0 0    
195           1 0 0    
196           1 4 0    
197           1 4 0    
198           2 4 0    
199           2 0 0    
200           1 0 0    
201           1 0 0    
202           2 4 0    
203           1 0 0    
204           1 4 0    
205           2 4 0    
206           1 4 0    
207           1 0 0    
208           1 0 0    
209           1 4 0    
210           1 0 0    
211           2 4 0    
212           1 4 0    
213           1 0 0    
214           1 0 0    
215           2 4 0    
216           2 4 0    
217           1 0 0    
218           1 4 0    
219           2 4 0    
220           1 0 0    
221           2 4 0    
222           2 4 0    
223           1 4 0    
224           1 4 0    
225           1 4 0    
226           1 0 0    
227           1 4 0    
228           2 4 0    
229           1 4 0    
230           1 4 0    
231           2 4 0    
232           2 4 0    
233           2 4 0    
234           1 0 0    
235           1 0 0    
236           1 4 0    
237           1 0 0    
238           2 4 0    
239           2 4 0    
240           1 4 0    
241           1 4 0    
242           1 0 0    
243           1 4 0    
244           1 4 0    
245           1 0 0    
246           1 0 0    
247           1 0 0    
248           2 0 0    
249           1 4 0    
250           1 4 0    
251           1 1 0    
252           2 0 0    
253           1 4 0    
254           5 4 0    
255           1 2 0    
256           2 4 0    
257           1 4 0    
258           1 0 0    
259           2 0 0    
260           1 4 0    
261           1 4 0    
262           2 1 0    
263           2 0 0    
264           2 4 0    
265           1 0 0    
266           1 0 0    
267           1 4 0    
268           2 0 0    
269           1 4 0    
270           1 4 0    
271           1 0 0    
272           1 4 0    
273           1 4 0    
274           1 0 0    
275           1 0 0    
276           1 4 0    
277           1 4 0    
278           1 0 0    
279           1 0 0    
280           1 0 0    
281           1 4 0    
282           1 0 0    
283           1 4 0    
284           2 0 0    
285           2 4 0    
286           5 4 0    
287           1 4 0    
288           1 4 0    
289           1 0 0    
290           1 4 0    
291           1 0 0    
292           1 4 0    
293           1 0 0    
294           1 0 0    
295           1 4 0    
296           5 4 0    
297           1 0 0    
298           1 0 0    
299           1 4 0    
300           1 0 0    
301           1 4 0    
302           2 0 0    
303           1 4 0    
304           2 0 0    
305           1 4 0    
306           1 4 0    
307           2 4 0    
308           1 4 0    
309           1 0 0    
310           1 4 0    
311           1 3 0    
312           1 4 0    
313           2 4 0    
314           1 0 0    
315           1 0 0    
316           1 0 0    
317           1 0 0    
318           1 0 0    
319           1 0 0    
320           1 4 0    
321           2 4 0    
322           1 4 0    
323           1 0 0    
324           1 0 0    
325           1 0 0    
326           1 0 0    
327           1 0 0    
328           1 1 0    
329           1 0 0    
330           1 0 0    
331           1 4 0    
332           1 4 0    
333           1 1 0    
334           1 0 0    
335           1 0 0    
336           1 4 0    
337           1 0 0    
338           1 4 0    
339           1 4 0    
340           1 0 0    
341           1 4 0    
342           1 0 0    
343           1 4 0    
344           1 4 0    
345           1 4 0    
346           1 0 0    
347           1 0 0    
348           1 0 0    
349           1 0 0    
350           1 4 0    
351           1 4 0    
352           2 4 0    
353           2 0 0    
354           1 4 0    
355           1 4 0    
356           2 4 0    
357           1 4 0    
358           1 4 0    
359           2 0 0    
360           1 4 0    
361           1 4 0    
362           5 4 0    
363           2 4 0    
364           1 0 0    
365           1 0 0    
366           1 0 0    
367           1 4 0    
368           2 4 0    
369           1 0 0    
370           1 4 0    
371           1 4 0    
372           1 0 0    
373           1 0 0    
374           2 0 0    
375           1 0 0    
376           1 4 0    
377           2 4 0    
378           1 0 0    
379           1 0 0    
380           1 0 0    
381           2 0 0    
382           1 4 0    
383           1 0 0    
384           1 0 0    
385           2 0 0    
386           1 4 0    
387           1 4 0    
388           2 4 0    
389           1 0 0    
390           1 4 0    
391           1 0 0    
392           1 0 0    
393           1 4 0    
394           1 4 0    
395           5 4 0    
396           1 0 0    
397           1 4 0    
398           1 0 0    
399           1 4 0    
400           2 0 0    
401           1 4 0    
402           1 4 0    
403           1 4 0    
404           1 4 0    
405           1 4 0    
406           1 4 0    
407           1 4 0    
408           1 4 0    
409           1 4 0    
410           1 0 0    
411           1 0 0    
412           1 0 0    
413           1 0 0    
414           2 0 0    
415           1 4 0    
416           1 4 0    
417           1 0 0    
418           1 0 0    
419           1 4 0    
420           1 3 0    
421           1 4 0    
422           1 0 0    
423           1 0 0    
424           1 0 0    
425           1 0 0    
426           1 4 0    
427           1 4 0    
428           2 4 0    
429           1 4 0    
430           1 4 0    
431           2 0 0    
432           2 0 0    
433           1 0 0    
434           1 0 0    
435           2 0 0    
436           1 0 0    
437           1 4 0    
438           1 0 0    
439           1 4 0    
440           1 4 0    
441           1 4 0    
442           2 0 0    
443           2 0 0    
444           1 0 0    
445           1 0 0    
446           1 4 0    
447           1 0 0    
448           1 0 0    
449           1 4 0    
450           1 0 0    
451           1 0 0    
452           1 0 0    
453           1 4 0    
454           1 0 0    
455           1 0 0    
456           1 4 0    
457           1 0 0    
458           1 0 0    
459           1 4 0    
460           1 0 0    
461           1 4 0    
462           1 2 0    
463           1 4 0    
464           1 4 0    
465           2 0 0    
466           1 0 0    
467           5 4 0    
468           5 3 0    
469           2 4 0    
470           1 0 0    
471           1 4 0    
472           1 0 0    
473           1 4 0    
474           2 4 0    
475           1 4 0    
476           1 4 0    
477           1 4 0    
478           1 4 0    
479           1 4 0    
480           1 4 0    
481           2 0 0    
482           2 0 0    
483           1 0 0    
484           1 4 0    
485           1 0 0    
486           1 0 0    
487           1 4 0    
488           5 4 0    
489           5 2 0    
490           2 0 0    
491           1 0 0    
492           1 0 0    
493           1 4 0    
494           1 0 0    
495           1 0 0    
496           1 0 0    
497           1 0 0    
498           1 0 0    
499           1 4 0    
500           1 4 0    
501           2 4 0    
502           1 0 0    
503           1 4 0    
504           1 0 0    
505           1 4 0    
506           1 3 0    
507           1 0 0    
508           1 4 0    
509           1 1 0    
510           1 0 0    
511           1 0 0    
512           1 4 0    
513           1 4 0    
514           2 0 0    
515           1 4 0    
516           1 4 0    
517           1 4 0    
518           1 4 0    
519           1 0 0    
520           1 4 0    
521           1 1 0    
522           1 0 0    
523           1 4 0    
524           1 0 0    
525           1 0 0    
526           1 0 0    
527           1 0 0    
528           1 0 0    
529           1 0 0    
530           1 0 0    
531           1 0 0    
532           1 0 0    
533           1 0 0    
534           1 0 0    
535           1 0 0    
536           1 0 0    
537           1 0 0    
538           1 0 0    
539           1 4 0    
540           1 4 0    
541           1 4 0    
542           1 0 0    
543           1 0 0    
544           1 0 0    
545           1 4 0    
546           1 0 0    
547           5 0 0    
548           2 4 0    
549           2 4 0    
550           2 4 0    
551           2 0 0    
552           2 1 0    
553           2 4 0    
554           2 0 0    
555           2 1 0    
556           2 0 0    
557           2 4 0    
558           2 4 0    
559           5 0 0    
560           5 4 0    
561           2 4 0    
562           2 0 0    
563           5 0 0    
564           1 4 0    
565           1 4 0    
566           1 4 0    
567           1 4 0    
568           1 0 0    
569           1 1 0    
570           1 0 0    
571           5 0 0    
572           5 0 0    
573           5 4 0    
574           5 4 0    
575           5 4 0    
576           2 0 0    
577           5 4 0    
578           5 0 0    
579           5 4 0    
580           1 0 0    
581           5 0 0    
582           2 0 0    
583           5 0 0    
584           5 0 0    
585           5 4 0    
586           5 0 0    
587           2 4 0    
588           2 0 0    
589           1 2 0    
590           1 4 0    
591           5 4 0    
592           1 4 0    
593           1 4 0    
594           1 0 0    
595           1 0 0    

 

  22 23 24 25 26 27 28 29 30 31 32 33
  Neg Am Limit of
Most Senior Lien
Junior Mortgage
Balance
Origination Date of
Most Senior Lien
Origination Date Original Loan
Amount
Original Interest
Rate
Original
Amortization Term
Original Term to
Maturity
First Payment Date
of Loan
Interest Type
Indicator
Original Interest
Only Term
Buy Down Period
1   0.00   20130325 612000.00 0.038750 360 360 20130501 1 0 0
2   0.00   20130404 1125000.00 0.037500 360 360 20130601 1 0 0
3   0.00   20130409 800000.00 0.037500 360 360 20130601 1 0 0
4   0.00   20130402 990000.00 0.038750 360 360 20130601 1 0 0
5   0.00   20130403 613200.00 0.038750 360 360 20130601 1 0 0
6   0.00   20130405 664000.00 0.038750 360 360 20130601 1 0 0
7   0.00   20130328 840000.00 0.038750 360 360 20130501 1 0 0
8   0.00   20130405 628000.00 0.038750 360 360 20130601 1 0 0
9   0.00   20130328 1000000.00 0.040000 360 360 20130501 1 0 0
10   0.00   20130401 902000.00 0.040000 360 360 20130501 1 0 0
11   0.00   20130401 700000.00 0.038750 360 360 20130501 1 0 0
12   0.00   20130404 616500.00 0.042500 360 360 20130501 1 0 0
13   0.00   20130405 950000.00 0.040000 360 360 20130601 1 0 0
14   0.00   20130318 544000.00 0.040000 360 360 20130501 1 0 0
15   0.00   20130322 1802403.00 0.038750 360 360 20130501 1 0 0
16   0.00   20130326 878000.00 0.038750 360 360 20130501 1 0 0
17   0.00   20130402 629250.00 0.041250 360 360 20130501 1 0 0
18   0.00   20130322 492750.00 0.043750 360 360 20130501 1 0 0
19   0.00   20130327 1000000.00 0.040000 360 360 20130501 1 0 0
20   0.00   20130401 656000.00 0.040000 360 360 20130601 1 0 0
21   0.00   20130325 738750.00 0.037500 360 360 20130501 1 0 0
22   0.00   20130322 540000.00 0.036250 360 360 20130501 1 0 0
23   0.00   20130327 732000.00 0.038750 360 360 20130501 1 0 0
24   0.00   20130328 652000.00 0.041250 360 360 20130501 1 0 0
25   0.00   20130401 862500.00 0.040000 360 360 20130601 1 0 0
26   0.00   20130402 540000.00 0.040000 360 360 20130601 1 0 0
27   0.00   20130404 628000.00 0.040000 360 360 20130601 1 0 0
28   0.00   20130329 795000.00 0.038750 360 360 20130501 1 0 0
29   0.00   20130327 700000.00 0.038750 360 360 20130501 1 0 0
30   0.00   20130402 436000.00 0.038750 360 360 20130601 1 0 0
31   0.00   20130322 974500.00 0.038750 360 360 20130501 1 0 0
32   0.00   20130401 1318500.00 0.038750 360 360 20130601 1 0 0
33   0.00   20130321 700000.00 0.038750 360 360 20130501 1 0 0
34   0.00   20130401 1200000.00 0.036250 360 360 20130601 1 0 0
35   0.00   20130325 538000.00 0.037500 360 360 20130501 1 0 0
36   0.00   20130328 540000.00 0.037500 360 360 20130501 1 0 0
37   0.00   20130322 688000.00 0.038750 360 360 20130501 1 0 0
38   0.00   20130326 690000.00 0.038750 360 360 20130501 1 0 0
39   87500.00   20130322 951000.00 0.040000 360 360 20130501 1 0 0
40   0.00   20130322 665000.00 0.041250 360 360 20130501 1 0 0
41   0.00   20130405 1218750.00 0.037500 360 360 20130601 1 0 0
42   0.00   20130325 664000.00 0.038750 360 360 20130501 1 0 0
43   0.00   20130321 1732500.00 0.036250 360 360 20130501 1 0 0
44   0.00   20130401 944000.00 0.040000 360 360 20130601 1 0 0
45   0.00   20130319 937500.00 0.040000 360 360 20130501 1 0 0
46   0.00   20130405 872000.00 0.038750 360 360 20130601 1 0 0
47   0.00   20130328 580000.00 0.040000 360 360 20130501 1 0 0
48   100400.00   20130402 665000.00 0.038750 360 360 20130601 1 0 0
49   0.00   20130327 656250.00 0.042500 360 360 20130501 1 0 0
50   0.00   20130329 650000.00 0.033750 360 360 20130601 1 0 0
51   0.00   20130326 1200000.00 0.035000 360 360 20130501 1 0 0
52   0.00   20130322 560000.00 0.037500 360 360 20130501 1 0 0
53   0.00   20130405 1499999.00 0.038750 360 360 20130601 1 0 0
54   0.00   20130320 1000000.00 0.038750 360 360 20130501 1 0 0
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349   0.00   20130320 702000.00 0.036250 360 360 20130501 1 0 0
350   0.00   20130329 812000.00 0.037500 360 360 20130501 1 0 0
351   0.00   20130325 575000.00 0.037500 360 360 20130501 1 0 0
352   290000.00   20130322 697000.00 0.038750 360 360 20130501 1 0 0
353   0.00   20130326 988000.00 0.038750 360 360 20130501 1 0 0
354   0.00   20130321 672000.00 0.038750 360 360 20130501 1 0 0
355   0.00   20130304 856000.00 0.037500 360 360 20130501 1 0 0
356   0.00   20130314 620000.00 0.038750 360 360 20130501 1 0 0
357   0.00   20130321 596000.00 0.037500 360 360 20130501 1 0 0
358   0.00   20130402 688000.00 0.037500 360 360 20130601 1 0 0
359   0.00   20130325 612000.00 0.040000 360 360 20130501 1 0 0
360   0.00   20130307 546000.00 0.042500 360 360 20130501 1 0 0
361   0.00   20130327 915000.00 0.037500 360 360 20130501 1 0 0
362   0.00   20130319 600000.00 0.038750 360 360 20130501 1 0 0
363   0.00   20130228 990000.00 0.040000 360 360 20130401 1 0 0
364   0.00   20130316 743000.00 0.038750 360 360 20130501 1 0 0
365   0.00   20130301 866018.00 0.042500 360 360 20130501 1 0 0
366   0.00   20130311 455000.00 0.040000 360 360 20130501 1 0 0
367   0.00   20130314 522350.00 0.038750 360 360 20130501 1 0 0
368   0.00   20130319 840000.00 0.037500 360 360 20130501 1 0 0
369   150000.00   20130315 1000000.00 0.040000 360 360 20130501 1 0 0
370   0.00   20130314 745000.00 0.038750 360 360 20130501 1 0 0
371   0.00   20130322 543750.00 0.037500 360 360 20130501 1 0 0
372   0.00   20130320 1000000.00 0.037500 360 360 20130501 1 0 0
373   0.00   20130320 569750.00 0.037500 360 360 20130501 1 0 0
374   0.00   20130313 722000.00 0.037500 360 360 20130501 1 0 0
375   0.00   20130313 862530.00 0.040000 360 360 20130501 1 0 0
376   0.00   20130225 880000.00 0.037500 360 360 20130401 1 0 0
377   150000.00   20130313 698600.00 0.038750 360 360 20130501 1 0 0
378   0.00   20130320 910000.00 0.040000 360 360 20130501 1 0 0
379   200000.00   20130315 1000000.00 0.037500 360 360 20130501 1 0 0
380   0.00   20130313 711000.00 0.038750 360 360 20130501 1 0 0
381   0.00   20130226 864500.00 0.038750 360 360 20130401 1 0 0
382   0.00   20130301 665000.00 0.037500 360 360 20130501 1 0 0
383   0.00   20130306 765000.00 0.038750 360 360 20130501 1 0 0
384   0.00   20130320 966000.00 0.038750 360 360 20130501 1 0 0
385   0.00   20130311 695000.00 0.037500 360 360 20130501 1 0 0
386   0.00   20130327 820000.00 0.038750 360 360 20130501 1 0 0
387   0.00   20130408 962500.00 0.041250 360 360 20130601 1 0 0
388   0.00   20130311 1300000.00 0.037500 360 360 20130501 1 0 0
389   0.00   20130319 821250.00 0.040000 360 360 20130501 1 0 0
390   0.00   20130225 766500.00 0.038750 360 360 20130401 1 0 0
391   0.00   20130228 489300.00 0.036250 360 360 20130401 1 0 0
392   0.00   20130322 601500.00 0.037500 360 360 20130501 1 0 0
393   0.00   20130315 700000.00 0.037500 360 360 20130501 1 0 0
394   0.00   20130308 760000.00 0.040000 360 360 20130501 1 0 0
395   0.00   20130321 555000.00 0.040000 360 360 20130501 1 0 0
396   0.00   20130320 520750.00 0.036250 360 360 20130501 1 0 0
397   0.00   20130325 632000.00 0.037500 360 360 20130501 1 0 0
398   0.00   20130318 537750.00 0.037500 360 360 20130501 1 0 0
399   0.00   20130301 897000.00 0.035000 360 360 20130401 1 0 0
400   0.00   20130301 705000.00 0.038750 360 360 20130501 1 0 0
401   0.00   20130320 812500.00 0.038750 360 360 20130501 1 0 0
402   0.00   20130222 676000.00 0.040000 360 360 20130401 1 0 0
403   0.00   20130219 875000.00 0.041250 360 360 20130401 1 0 0
404   0.00   20130312 738000.00 0.040000 360 360 20130501 1 0 0
405   0.00   20130404 660000.00 0.037500 360 360 20130601 1 0 0
406   0.00   20130328 913000.00 0.038750 360 360 20130501 1 0 0
407   0.00   20130301 980000.00 0.036250 360 360 20130401 1 0 0
408   0.00   20130304 610000.00 0.038750 360 360 20130501 1 0 0
409   0.00   20130322 718000.00 0.038750 360 360 20130501 1 0 0
410   0.00   20130301 705000.00 0.037500 360 360 20130501 1 0 0
411   0.00   20130320 682500.00 0.037500 360 360 20130501 1 0 0
412   20000.00   20130329 735000.00 0.037500 360 360 20130501 1 0 0
413   0.00   20130220 1105000.00 0.040000 360 360 20130401 1 0 0
414   120000.00   20130315 682350.00 0.038750 360 360 20130501 1 0 0
415   0.00   20130329 1083750.00 0.038750 360 360 20130501 1 0 0
416   0.00   20130322 696000.00 0.033750 360 360 20130501 1 0 0
417   0.00   20130325 1000000.00 0.035000 360 360 20130501 1 0 0
418   0.00   20130328 700000.00 0.036250 360 360 20130601 1 0 0
419   0.00   20130308 705000.00 0.037500 360 360 20130501 1 0 0
420   500000.00   20130311 493750.00 0.040000 360 360 20130501 1 0 0
421   0.00   20130325 892500.00 0.038750 360 360 20130501 1 0 0
422   0.00   20130312 888000.00 0.038750 360 360 20130501 1 0 0
423   0.00   20130314 510000.00 0.037500 360 360 20130501 1 0 0
424   0.00   20130318 564850.00 0.037500 360 360 20130501 1 0 0
425   0.00   20130327 500000.00 0.040000 360 360 20130501 1 0 0
426   0.00   20130227 998500.00 0.038750 360 360 20130401 1 0 0
427   0.00   20130308 440000.00 0.040000 360 360 20130501 1 0 0
428   0.00   20130226 600000.00 0.043750 360 360 20130401 1 0 0
429   0.00   20130322 988000.00 0.040000 360 360 20130501 1 0 0
430   0.00   20130314 528000.00 0.041250 360 360 20130501 1 0 0
431   0.00   20130313 875000.00 0.038750 360 360 20130501 1 0 0
432   0.00   20130315 714000.00 0.040000 360 360 20130501 1 0 0
433   0.00   20130313 580000.00 0.035000 360 360 20130501 1 0 0
434   0.00   20130319 1080000.00 0.037500 360 360 20130501 1 0 0
435   0.00   20130312 768750.00 0.038750 360 360 20130501 1 0 0
436   247000.00   20130405 700000.00 0.037500 360 360 20130601 1 0 0
437   0.00   20130328 558000.00 0.038750 360 360 20130501 1 0 0
438   120000.00   20130311 905000.00 0.035000 360 360 20130501 1 0 0
439   0.00   20130319 536000.00 0.036250 360 360 20130501 1 0 0
440   0.00   20130318 703500.00 0.035000 360 360 20130501 1 0 0
441   0.00   20130315 756000.00 0.037500 360 360 20130501 1 0 0
442   0.00   20130320 927500.00 0.037500 360 360 20130501 1 0 0
443   50000.00   20130312 680700.00 0.037500 360 360 20130501 1 0 0
444   0.00   20130403 695450.00 0.038750 360 360 20130601 1 0 0
445   0.00   20130312 535000.00 0.036250 360 360 20130501 1 0 0
446   0.00   20130314 780000.00 0.038750 360 360 20130501 1 0 0
447   0.00   20130311 1310000.00 0.037500 360 360 20130501 1 0 0
448   0.00   20130321 1424000.00 0.040000 360 360 20130501 1 0 0
449   0.00   20130311 680000.00 0.040000 360 360 20130501 1 0 0
450   0.00   20130301 768750.00 0.037500 360 360 20130501 1 0 0
451   0.00   20130318 575000.00 0.037500 360 360 20130501 1 0 0
452   0.00   20130227 576000.00 0.038750 360 360 20130501 1 0 0
453   575000.00   20130305 850000.00 0.040000 360 360 20130501 1 0 0
454   0.00   20130315 1036500.00 0.037500 360 360 20130501 1 0 0
455   0.00   20130227 760000.00 0.033750 360 360 20130401 1 0 0
456   0.00   20130312 1110000.00 0.037500 360 360 20130501 1 0 0
457   0.00   20130301 700000.00 0.041250 360 360 20130501 1 0 0
458   250000.00   20130326 675000.00 0.035000 360 360 20130501 1 0 0
459   0.00   20130301 1000000.00 0.035000 360 360 20130501 1 0 0
460   0.00   20130325 495000.00 0.033750 360 360 20130501 1 0 0
461   0.00   20130226 442800.00 0.040000 360 360 20130401 1 0 0
462   0.00   20130307 999999.00 0.037500 360 360 20130501 1 0 0
463   0.00   20130227 889500.00 0.036250 360 360 20130401 1 0 0
464   0.00   20130321 690000.00 0.037500 360 360 20130501 1 0 0
465   0.00   20130311 696075.00 0.036250 360 360 20130501 1 0 0
466   0.00   20130225 717000.00 0.037500 360 360 20130401 1 0 0
467   92000.00   20130228 572000.00 0.036250 360 360 20130401 1 0 0
468   0.00   20130305 780000.00 0.037500 360 360 20130501 1 0 0
469   0.00   20130322 712000.00 0.036250 360 360 20130501 1 0 0
470   0.00   20130405 984500.00 0.038750 360 360 20130601 1 0 0
471   0.00   20130305 621000.00 0.036250 360 360 20130501 1 0 0
472   0.00   20130319 528000.00 0.037500 360 360 20130501 1 0 0
473   0.00   20130227 597000.00 0.037500 360 360 20130401 1 0 0
474   0.00   20130304 624000.00 0.035000 360 360 20130501 1 0 0
475   0.00   20130327 513800.00 0.037500 360 360 20130501 1 0 0
476   0.00   20130329 542000.00 0.037500 360 360 20130501 1 0 0
477   0.00   20130226 567000.00 0.040000 360 360 20130401 1 0 0
478   0.00   20130306 665000.00 0.037500 360 360 20130501 1 0 0
479   0.00   20130322 625500.00 0.036250 360 360 20130501 1 0 0
480   0.00   20130205 662400.00 0.041250 360 360 20130401 1 0 0
481   0.00   20130312 713000.00 0.038750 360 360 20130501 1 0 0
482   125000.00   20130312 634000.00 0.036250 360 360 20130501 1 0 0
483   0.00   20130314 951000.00 0.038750 360 360 20130501 1 0 0
484   0.00   20130329 656000.00 0.038750 360 360 20130501 1 0 0
485   0.00   20130208 972800.00 0.036250 360 360 20130401 1 0 0
486   0.00   20130325 764400.00 0.038750 360 360 20130501 1 0 0
487   0.00   20130228 1040000.00 0.038750 360 360 20130401 1 0 0
488   0.00   20130321 516000.00 0.038750 360 360 20130501 1 0 0
489   0.00   20130213 628800.00 0.038750 360 360 20130401 1 0 0
490   0.00   20130305 725000.00 0.038750 360 360 20130501 1 0 0
491   0.00   20130320 1075000.00 0.035000 360 360 20130501 1 0 0
492   0.00   20130321 706000.00 0.037500 360 360 20130501 1 0 0
493   0.00   20130325 825000.00 0.036250 360 360 20130501 1 0 0
494   0.00   20130212 999999.00 0.037500 360 360 20130401 1 0 0
495   0.00   20130329 647000.00 0.037500 360 360 20130601 1 0 0
496   0.00   20130325 694000.00 0.036250 360 360 20130501 1 0 0
497   0.00   20130311 675000.00 0.035000 360 360 20130501 1 0 0
498   0.00   20130314 701000.00 0.037500 360 360 20130501 1 0 0
499   100000.00   20130208 714900.00 0.036250 360 360 20130401 1 0 0
500   0.00   20130306 678000.00 0.040000 360 360 20130501 1 0 0
501   0.00   20130215 660000.00 0.038750 360 360 20130401 1 0 0
502   0.00   20130311 652500.00 0.036250 360 360 20130501 1 0 0
503   0.00   20130322 579500.00 0.038750 360 360 20130501 1 0 0
504   0.00   20130307 1267000.00 0.038750 360 360 20130501 1 0 0
505   0.00   20130306 588000.00 0.038750 360 360 20130501 1 0 0
506   0.00   20130322 1385250.00 0.038750 360 360 20130501 1 0 0
507   500000.00   20130215 781100.00 0.036250 360 360 20130401 1 0 0
508   0.00   20130212 661000.00 0.035000 360 360 20130401 1 0 0
509   0.00   20130326 700000.00 0.038750 360 360 20130501 1 0 0
510   0.00   20130329 1109000.00 0.038750 360 360 20130501 1 0 0
511   0.00   20130107 750000.00 0.037500 360 360 20130301 1 0 0
512   0.00   20121231 706000.00 0.035000 360 360 20130301 1 0 0
513   0.00   20130111 860000.00 0.040000 360 360 20130301 1 0 0
514   0.00   20130313 928200.00 0.033750 360 360 20130501 1 0 0
515   0.00   20130326 865000.00 0.038750 360 360 20130501 1 0 0
516   0.00   20130306 785000.00 0.035000 360 360 20130501 1 0 0
517   0.00   20130304 660000.00 0.035000 360 360 20130501 1 0 0
518   100000.00   20130325 710000.00 0.040000 360 360 20130501 1 0 0
519   0.00   20130328 1070000.00 0.040000 360 360 20130501 1 0 0
520   0.00   20130222 725000.00 0.036250 360 360 20130401 1 0 0
521   0.00   20130313 711000.00 0.038750 360 360 20130501 1 0 0
522   0.00   20130312 1463600.00 0.037500 360 360 20130501 1 0 0
523   0.00   20130321 895000.00 0.037500 360 360 20130501 1 0 0
524   0.00   20130325 702040.00 0.034000 240 240 20130601 1 0 0
525   0.00   20130325 1424000.00 0.038500 360 360 20130601 1 0 0
526   0.00   20130206 675000.00 0.034500 240 240 20130401 1 0 0
527   120000.00   20130213 1500000.00 0.033000 240 240 20130401 1 0 0
528   0.00   20130208 223300.00 0.032500 240 240 20130401 1 0 0
529   250000.00   20130225 893000.00 0.033000 240 240 20130501 1 0 0
530   0.00   20130221 489500.00 0.040000 240 240 20130401 1 0 0
531   0.00   20130222 440000.00 0.040000 240 240 20130401 1 0 0
532   0.00   20130128 625000.00 0.035000 240 240 20130401 1 0 0
533   0.00   20130110 852625.00 0.035500 360 360 20130301 1 0 0
534   0.00   20130219 650000.00 0.036500 360 360 20130401 1 0 0
535   0.00   20130305 1000000.00 0.037500 360 360 20130501 1 120 0
536   0.00   20121114 2250000.00 0.037000 360 360 20130101 1 131 0
537   0.00   20121217 416250.00 0.039000 360 360 20130201 1 120 0
538   0.00   20130315 754254.00 0.038750 360 360 20130501 1 0 0
539   0.00   20130221 548000.00 0.033750 360 360 20130401 1 0 0
540   0.00   20130304 540000.00 0.041250 360 360 20130501 1 0 0
541   0.00   20130104 999999.00 0.032500 360 360 20130301 1 0 0
542   0.00   20130308 575250.00 0.037500 360 360 20130501 1 0 0
543   0.00   20130102 500000.00 0.033750 360 360 20130301 1 0 0
544   0.00   20121214 1073100.00 0.040000 360 360 20130201 1 0 0
545   0.00   20121214 804000.00 0.037500 360 360 20130201 1 0 0
546   0.00   20130320 2500000.00 0.040000 360 360 20130501 1 0 0
547   0.00   20130306 715000.00 0.038750 360 360 20130501 1 0 0
548   0.00   20130313 618750.00 0.038750 360 360 20130501 1 0 0
549   0.00   20130220 746000.00 0.042500 360 360 20130401 1 0 0
550   0.00   20130225 660000.00 0.040000 360 360 20130401 1 0 0
551   174000.00   20130305 713400.00 0.038750 360 360 20130501 1 0 0
552   0.00   20130328 609000.00 0.040000 360 360 20130501 1 0 0
553   0.00   20130304 712000.00 0.037500 360 360 20130501 1 0 0
554   0.00   20130403 693750.00 0.038750 360 360 20130601 1 0 0
555   180000.00   20130226 1460000.00 0.037500 360 360 20130401 1 0 0
556   0.00   20130219 974000.00 0.038750 360 360 20130401 1 0 0
557   0.00   20130301 788000.00 0.037500 360 360 20130501 1 0 0
558   0.00   20130326 862500.00 0.038750 360 360 20130501 1 0 0
559   57000.00   20130308 592500.00 0.038750 360 360 20130501 1 0 0
560   0.00   20130313 882000.00 0.038750 360 360 20130501 1 0 0
561   171750.00   20130219 750000.00 0.038750 360 360 20130401 1 0 0
562   0.00   20130318 986000.00 0.038750 360 360 20130501 1 0 0
563   0.00   20130110 1182250.00 0.042500 360 360 20130301 1 0 0
564   0.00   20130114 737000.00 0.037500 360 360 20130301 1 0 0
565   0.00   20130131 990000.00 0.038750 360 360 20130301 1 0 0
566   0.00   20130403 760000.00 0.037500 360 360 20130601 1 0 0
567   0.00   20130208 508000.00 0.036250 360 360 20130401 1 0 0
568   0.00   20130319 1609000.00 0.038750 360 360 20130501 1 0 0
569   0.00   20130311 1237500.00 0.037500 360 360 20130501 1 0 0
570   0.00   20130327 586000.00 0.038750 360 360 20130501 1 0 0
571   0.00   20130327 1190000.00 0.038750 360 360 20130501 1 0 0
572   0.00   20130321 667000.00 0.041250 360 360 20130501 1 0 0
573   0.00   20130321 567500.00 0.037500 360 360 20130501 1 0 0
574   0.00   20130315 696000.00 0.041250 360 360 20130501 1 0 0
575   0.00   20130325 577500.00 0.042500 360 360 20130501 1 0 0
576   0.00   20130312 782000.00 0.041250 360 360 20130501 1 0 0
577   0.00   20130322 703000.00 0.040000 360 360 20130501 1 0 0
578   0.00   20130322 565000.00 0.041250 360 360 20130501 1 0 0
579   0.00   20130328 712000.00 0.045000 360 360 20130601 1 0 0
580   0.00   20130329 689000.00 0.040000 360 360 20130501 1 0 0
581   0.00   20130308 712000.00 0.038750 360 360 20130501 1 0 0
582   0.00   20130312 910000.00 0.041250 360 360 20130501 1 0 0
583   0.00   20130321 825000.00 0.042500 360 360 20130501 1 0 0
584   0.00   20130311 774400.00 0.038750 360 360 20130501 1 0 0
585   0.00   20130322 562000.00 0.040000 360 360 20130501 1 0 0
586   0.00   20130321 896000.00 0.046250 360 360 20130501 1 0 0
587   0.00   20130311 705000.00 0.037500 360 360 20130501 1 0 0
588   0.00   20130213 679100.00 0.037500 360 360 20130401 1 0 0
589   0.00   20130208 560000.00 0.037500 360 360 20130401 1 0 0
590   0.00   20130307 1100000.00 0.037500 360 360 20130501 1 0 0
591   0.00   20130307 563000.00 0.038750 360 360 20130501 1 0 0
592   0.00   20130302 832000.00 0.037500 360 360 20130501 1 0 0
593   0.00   20130214 520000.00 0.037500 360 360 20130401 1 0 0
594   125000.00   20130215 973250.00 0.037500 360 360 20130401 1 0 0
595   0.00   20130222 1151500.00 0.038750 360 360 20130401 1 0 0

 

  34 35 36 37 38 39 40 41 42 43 44 45
  HELOC Draw Period Current Loan
Amount
Current Interest
Rate
Current Payment
Amount Due
Interest Paid
Through Date
Current Payment
Status
Index Type ARM Look-back
Days
Gross Margin ARM Round Flag ARM Round Factor Initial Fixed Rate
Period
1   611098.40 0.038750 2877.85 20130401 0 0          
2   1125000.00 0.037500 5210.05 20130401 0 0          
3   800000.00 0.037500 3704.92 20130401 0 0          
4   990000.00 0.038750 4655.35 20130401 0 0          
5   613200.00 0.038750 2883.49 20130401 0 0          
6   664000.00 0.038750 3122.37 20130401 0 0          
7   838762.51 0.038750 3949.99 20130401 0 0          
8   628000.00 0.038750 2953.09 20130401 0 0          
9   998559.18 0.040000 4774.15 20130401 0 0          
10   900700.38 0.040000 4306.29 20130401 0 0          
11   698968.76 0.038750 3291.66 20130401 0 0          
12   615556.03 0.042500 3032.81 20130401 0 0          
13   950000.00 0.040000 4535.45 20130401 0 0          
14   543216.19 0.040000 2597.14 20130401 0 0          
15   1799747.69 0.038750 8475.57 20130401 0 0          
16   876706.53 0.038750 4128.68 20130401 0 0          
17   628363.39 0.041250 3049.66 20130401 0 0          
18   492086.25 0.043750 2460.23 20130401 0 0          
19   998559.18 0.040000 4774.15 20130401 0 0          
20   656000.00 0.040000 3131.84 20130401 0 0          
21   737637.32 0.037500 3421.27 20130401 0 0          
22   539168.57 0.036250 2462.68 20130401 0 0          
23   730921.61 0.038750 3442.14 20130401 0 0          
24   651081.33 0.041250 3159.92 20130401 0 0          
25   862500.00 0.040000 4117.71 20130401 0 0          
26   540000.00 0.040000 2578.04 20130401 0 0          
27   628000.00 0.040000 2998.17 20130401 0 0          
28   793828.81 0.038750 3738.38 20130401 0 0          
29   698968.76 0.038750 3291.66 20130401 0 0          
30   436000.00 0.038750 2050.23 20130401 0 0          
31   973064.36 0.038750 4582.46 20130401 0 0          
32   1318500.00 0.038750 6200.08 20130401 0 0          
33   698968.76 0.038750 3291.66 20130401 0 0          
34   1200000.00 0.036250 5472.62 20130401 0 0          
35   537189.69 0.037500 2491.56 20130401 0 0          
36   539186.68 0.037500 2500.82 20130401 0 0          
37   686986.43 0.038750 3235.23 20130401 0 0          
38   688983.49 0.038750 3244.64 20130401 0 0          
39   949629.78 0.040000 4540.22 20130401 0 0          
40   664063.02 0.041250 3222.92 20130401 0 0          
41   1218750.00 0.037500 5644.22 20130401 0 0          
42   663021.79 0.038750 3122.37 20130401 0 0          
43   1729832.50 0.036250 7901.09 20130401 0 0          
44   944000.00 0.040000 4506.80 20130401 0 0          
45   936149.23 0.040000 4475.77 20130401 0 0          
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347   728924.56 0.038750 3432.73 20130401 0 0          
348   878674.58 0.037500 4075.42 20130401 0 0          
349   700919.14 0.036250 3201.48 20130401 0 0          
350   810777.00 0.037500 3760.50 20130401 0 0          
351   574133.97 0.037500 2662.91 20130401 0 0          
352   695973.18 0.038750 3277.55 20130401 0 0          
353   986544.48 0.038750 4645.94 20130401 0 0          
354   671010.00 0.038750 3159.99 20130401 0 0          
355   854710.73 0.037500 3964.27 20130401 0 0          
356   619086.61 0.038750 2915.47 20130401 0 0          
357   595102.33 0.037500 2760.17 20130401 0 0          
358   688000.00 0.037500 3186.24 20130401 0 0          
359   611118.22 0.040000 2921.78 20130401 0 0          
360   545247.76 0.042500 2685.99 20130401 0 0          
361   913621.87 0.037500 4237.51 20130401 0 0          
362   599116.08 0.038750 2821.42 20130401 0 0          
363   987142.43 0.040000 4726.41 20130401 0 0          
364   741905.41 0.038750 3493.86 20130401 0 0          
365   864824.86 0.042500 4260.29 20130401 0 0          
366   454344.43 0.040000 2172.24 20130401 0 0          
367   521580.48 0.038750 2456.28 20130401 0 0          
368   838734.82 0.037500 3890.17 20130401 0 0          
369   998559.18 0.040000 4774.15 20130401 0 0          
370   743902.46 0.038750 3503.27 20130401 0 0          
371   542931.03 0.037500 2518.19 20130401 0 0          
372   998493.84 0.037500 4631.16 20130401 0 0          
373   568891.87 0.037500 2638.60 20130401 0 0          
374   720912.56 0.037500 3343.69 20130401 0 0          
375   861287.25 0.040000 4117.85 20130401 0 0          
376   877345.02 0.037500 4075.42 20130401 0 0          
377   697570.82 0.038750 3285.08 20130401 0 0          
378   908688.85 0.040000 4344.48 20130401 0 0          
379   998493.84 0.037500 4631.16 20130401 0 0          
380   709952.55 0.038750 3343.39 20130401 0 0          
381   861948.71 0.038750 4065.20 20130401 0 0          
382   663998.41 0.037500 3079.72 20130401 0 0          
383   763873.00 0.038750 3597.31 20130401 0 0          
384   964576.89 0.038750 4542.49 20130401 0 0          
385   693953.23 0.037500 3218.65 20130401 0 0          
386   818791.98 0.038750 3855.94 20130401 0 0          
387   962500.00 0.041250 4664.75 20130401 0 0          
388   1298041.99 0.037500 6020.50 20130401 0 0          
389   820066.73 0.040000 3920.77 20130401 0 0          
390   764237.93 0.038750 3604.37 20130401 0 0          
391   487790.99 0.036250 2231.46 20130401 0 0          
392   600594.05 0.037500 2785.64 20130401 0 0          
393   698945.69 0.037500 3241.81 20130401 0 0          
394   758904.97 0.040000 3628.36 20130401 0 0          
395   554200.35 0.040000 2649.65 20130401 0 0          
396   519948.21 0.036250 2374.89 20130401 0 0          
397   631048.11 0.037500 2926.89 20130401 0 0          
398   536940.07 0.037500 2490.40 20130401 0 0          
399   894172.51 0.035000 4027.93 20130401 0 0          
400   703961.39 0.038750 3315.17 20130401 0 0          
401   811303.02 0.038750 3820.68 20130401 0 0          
402   674048.76 0.040000 3227.33 20130401 0 0          
403   872530.00 0.041250 4240.69 20130401 0 0          
404   736936.68 0.040000 3523.32 20130401 0 0          
405   660000.00 0.037500 3056.56 20130401 0 0          
406   911654.97 0.038750 4293.26 20130401 0 0          
407   976977.68 0.036250 4469.30 20130401 0 0          
408   609101.34 0.038750 2868.45 20130401 0 0          
409   716942.24 0.038750 3376.30 20130401 0 0          
410   703938.17 0.037500 3264.96 20130401 0 0          
411   681472.05 0.037500 3160.76 20130401 0 0          
412   733892.98 0.037500 3403.90 20130401 0 0          
413   1101810.48 0.040000 5275.44 20130401 0 0          
414   681344.76 0.038750 3208.66 20130401 0 0          
415   1082153.42 0.038750 5096.19 20130401 0 0          
416   694880.51 0.033750 3076.99 20130401 0 0          
417   998426.22 0.035000 4490.45 20130401 0 0          
418   700000.00 0.036250 3192.36 20130401 0 0          
419   703938.17 0.037500 3264.96 20130401 0 0          
420   493038.59 0.040000 2357.24 20130401 0 0          
421   891185.16 0.038750 4196.87 20130401 0 0          
422   886691.79 0.038750 4175.71 20130401 0 0          
423   509231.86 0.037500 2361.89 20130401 0 0          
424   563731.33 0.037500 2615.91 20130401 0 0          
425   499279.59 0.040000 2387.08 20130401 0 0          
426   995553.25 0.038750 4695.32 20130401 0 0          
427   439366.04 0.040000 2100.63 20130401 0 0          
428   598380.63 0.043750 2995.71 20130401 0 0          
429   986576.47 0.040000 4716.86 20130401 0 0          
430   527256.05 0.041250 2558.95 20130401 0 0          
431   873710.95 0.038750 4114.57 20130401 0 0          
432   712971.25 0.040000 3408.75 20130401 0 0          
433   579087.21 0.035000 2604.46 20130401 0 0          
434   1078373.35 0.037500 5001.65 20130401 0 0          
435   767617.47 0.038750 3614.95 20130401 0 0          
436   700000.00 0.037500 3241.81 20130401 0 0          
437   557177.96 0.038750 2623.92 20130401 0 0          
438   903575.73 0.035000 4063.85 20130401 0 0          
439   535174.74 0.036250 2444.43 20130401 0 0          
440   702392.85 0.035000 3159.03 20130401 0 0          
441   754861.35 0.037500 3501.15 20130401 0 0          
442   926103.04 0.037500 4295.40 20130401 0 0          
443   679674.76 0.037500 3152.43 20130401 0 0          
444   695450.00 0.038750 3270.26 20130401 0 0          
445   534176.28 0.036250 2439.87 20130401 0 0          
446   778850.90 0.038750 3667.85 20130401 0 0          
447   1308026.94 0.037500 6066.81 20130401 0 0          
448   1421948.28 0.040000 6798.39 20130401 0 0          
449   679020.25 0.040000 3246.42 20130401 0 0          
450   767592.14 0.037500 3560.20 20130401 0 0          
451   574133.97 0.037500 2662.91 20130401 0 0          
452   575151.43 0.038750 2708.57 20130401 0 0          
453   848775.30 0.040000 4058.03 20130401 0 0          
454   1034938.87 0.037500 4800.19 20130401 0 0          
455   757551.70 0.033750 3359.93 20130401 0 0          
456   1108328.17 0.037500 5140.58 20130401 0 0          
457   699013.70 0.041250 3392.55 20130401 0 0          
458   673937.70 0.035000 3031.05 20130401 0 0          
459   998201.70 0.035000 4490.45 20130401 0 0          
460   494203.81 0.033750 2188.38 20130401 0 0          
461   441521.89 0.040000 2113.99 20130401 0 0          
462   998492.85 0.037500 4631.15 20130401 0 0          
463   886756.76 0.036250 4056.58 20130401 0 0          
464   688960.75 0.037500 3195.50 20130401 0 0          
465   695003.27 0.036250 3174.46 20130401 0 0          
466   714836.80 0.037500 3320.54 20130401 0 0          
467   570235.94 0.036250 2608.61 20130401 0 0          
468   778825.19 0.037500 3612.30 20130401 0 0          
469   710903.74 0.036250 3247.09 20130401 0 0          
470   984500.00 0.038750 4629.48 20130401 0 0          
471   620043.86 0.036250 2832.08 20130401 0 0          
472   527204.75 0.037500 2445.25 20130401 0 0          
473   595174.26 0.037500 2764.80 20130401 0 0          
474   623017.96 0.035000 2802.04 20130401 0 0          
475   513026.14 0.037500 2379.49 20130401 0 0          
476   541183.66 0.037500 2510.09 20130401 0 0          
477   565363.40 0.040000 2706.94 20130401 0 0          
478   663998.41 0.037500 3079.72 20130401 0 0          
479   624536.93 0.036250 2852.60 20130401 0 0          
480   660530.15 0.041250 3210.32 20130401 0 0          
481   711949.61 0.038750 3352.79 20130401 0 0          
482   633023.84 0.036250 2891.37 20130401 0 0          
483   949598.99 0.038750 4471.95 20130401 0 0          
484   655033.57 0.038750 3084.76 20130401 0 0          
485   969799.87 0.036250 4436.47 20130401 0 0          
486   763273.89 0.038750 3594.49 20130401 0 0          
487   1036930.78 0.038750 4890.47 20130401 0 0          
488   515239.83 0.038750 2426.42 20130401 0 0          
489   626944.31 0.038750 2956.85 20130401 0 0          
490   723931.93 0.038750 3409.22 20130401 0 0          
491   1073308.19 0.035000 4827.23 20130401 0 0          
492   704936.65 0.037500 3269.60 20130401 0 0          
493   823729.77 0.036250 3762.42 20130401 0 0          
494   996981.99 0.037500 4631.15 20130401 0 0          
495   647000.00 0.037500 2996.36 20130401 0 0          
496   692931.46 0.036250 3165.00 20130401 0 0          
497   673937.70 0.035000 3031.05 20130401 0 0          
498   699944.19 0.037500 3246.44 20130401 0 0          
499   712695.24 0.036250 3260.31 20130401 0 0          
500   677023.12 0.040000 3236.88 20130401 0 0          
501   658052.24 0.038750 3103.56 20130401 0 0          
502   651495.36 0.036250 2975.73 20130401 0 0          
503   578646.28 0.038750 2725.02 20130401 0 0          
504   1265133.45 0.038750 5957.90 20130401 0 0          
505   587133.76 0.038750 2764.99 20130401 0 0          
506   1383209.24 0.038750 6513.96 20130401 0 0          
507   778691.07 0.036250 3562.22 20130401 0 0          
508   658916.42 0.035000 2968.19 20130401 0 0          
509   698968.76 0.038750 3291.66 20130401 0 0          
510   1107366.22 0.038750 5214.93 20130401 0 0          
511   746547.03 0.037500 3473.37 20130401 0 0          
512   702657.00 0.035000 3170.26 20130401 0 0          
513   856270.29 0.040000 4105.77 20130401 0 0          
514   926389.60 0.033750 4103.54 20130401 0 0          
515   863725.68 0.038750 4067.55 20130401 0 0          
516   783764.58 0.035000 3525.00 20130401 0 0          
517   658961.31 0.035000 2963.69 20130401 0 0          
518   708977.02 0.040000 3389.65 20130401 0 0          
519   1068458.33 0.040000 5108.34 20130401 0 0          
520   722764.09 0.036250 3306.37 20130401 0 0          
521   709952.55 0.038750 3343.39 20130401 0 0          
522   1461395.59 0.037500 6778.16 20130401 0 0          
523   893652.00 0.037500 4144.88 20130401 0 0          
524   702040.00 0.034000 4035.57 20130401 0 0          
525   1424000.00 0.038500 6675.83 20130401 0 0          
526   671080.81 0.034500 3897.41 20130401 0 0          
527   1491145.78 0.033000 8546.03 20130401 0 0          
528   221974.65 0.032500 1266.55 20130401 0 0          
529   885843.26 0.033000 5087.74 20130401 0 0          
530   486826.33 0.040000 2966.27 20130401 0 0          
531   437596.70 0.040000 2666.31 20130401 0 0          
532   621391.08 0.035000 3624.75 20130401 0 0          
533   848622.70 0.035500 3852.50 20130401 0 0          
534   648004.15 0.036500 2973.49 20130401 0 0          
535   1000000.00 0.037500 3125.00 20130401 0 0          
536   2246581.13 0.037000 6926.96 20130401 0 0          
537   416250.00 0.039000 1352.81 20130401 0 0          
538   753142.82 0.038750 3546.78 20130401 0 0          
539   546234.64 0.033750 2422.69 20130401 0 0          
540   539239.14 0.041250 2617.11 20130401 0 0          
541   995054.44 0.032500 4352.06 20130401 0 0          
542   574383.58 0.037500 2664.07 20130401 0 0          
543   497580.49 0.033750 2210.48 20130401 0 0          
544   1066884.42 0.040000 5123.14 20130401 0 0          
545   799133.45 0.037500 3723.45 20130401 0 0          
546   2496397.95 0.040000 11935.38 20130401 0 0          
547   713946.65 0.038750 3362.20 20130401 0 0          
548   617838.46 0.038750 2909.59 20130401 0 0          
549   743940.78 0.042500 3669.87 20130401 0 0          
550   658094.95 0.040000 3150.94 20130401 0 0          
551   712349.02 0.038750 3354.67 20130401 0 0          
552   608122.54 0.040000 2907.46 20130401 0 0          
553   710927.62 0.037500 3297.38 20130401 0 0          
554   693750.00 0.038750 3262.27 20130401 0 0          
555   1455595.15 0.037500 6761.49 20130401 0 0          
556   971125.56 0.038750 4580.11 20130401 0 0          
557   786813.15 0.037500 3649.35 20130401 0 0          
558   861229.37 0.038750 4055.79 20130401 0 0          
559   591627.10 0.038750 2786.15 20130401 0 0          
560   880700.64 0.038750 4147.49 20130401 0 0          
561   747519.14 0.038750 3526.78 20130401 0 0          
562   984547.42 0.038750 4636.54 20130401 0 0          
563   1169621.38 0.042500 5815.96 20130401 0 0          
564   733645.59 0.037500 3413.16 20130401 0 0          
565   985610.44 0.038750 4655.35 20130401 0 0          
566   760000.00 0.037500 3519.68 20130401 0 0          
567   506433.32 0.036250 2316.74 20130401 0 0          
568   1606629.62 0.038750 7566.11 20130401 0 0          
569   1235636.13 0.037500 5731.06 20130401 0 0          
570   585136.70 0.038750 2755.59 20130401 0 0          
571   1188246.89 0.038750 5595.82 20130401 0 0          
572   666060.20 0.041250 3232.61 20130401 0 0          
573   566645.26 0.037500 2628.18 20130401 0 0          
574   695019.34 0.041250 3373.16 20130401 0 0          
575   576704.36 0.042500 2840.95 20130401 0 0          
576   780898.16 0.041250 3789.96 20130401 0 0          
577   701987.10 0.040000 3356.23 20130401 0 0          
578   564203.92 0.041250 2738.27 20130401 0 0          
579   712000.00 0.045000 3607.60 20130401 0 0          
580   688007.28 0.040000 3289.39 20130401 0 0          
581   710650.11 0.038750 3348.09 20130401 0 0          
582   908717.81 0.041250 4410.31 20130401 0 0          
583   823863.38 0.042500 4058.50 20130401 0 0          
584   771882.09 0.038750 3641.52 20130401 0 0          
585   561190.26 0.040000 2683.07 20130401 0 0          
586   894846.64 0.046250 4606.69 20130401 0 0          
587   703938.15 0.037500 3264.96 20130401 0 0          
588   674249.82 0.037500 3145.02 20130401 0 0          
589   558310.46 0.037500 2593.45 20130401 0 0          
590   1098343.23 0.037500 5094.27 20130401 0 0          
591   562170.59 0.038750 2647.43 20130401 0 0          
592   830746.88 0.037500 3853.12 20130401 0 0          
593   518431.15 0.037500 2408.20 20130401 0 0          
594   970313.70 0.037500 4507.27 20130401 0 0          
595   1148101.74 0.038750 5414.78 20130401 0 0          

 

  46 47 48 49 50 51 52 53 54 55 56 57
  Initial Interest Rate
Cap (Change Up)
Initial Interest Rate
Cap (Change Down)
Subsequent Interest
Rate Reset Period
Subsequent Interest
Rate Cap (Change Down)
Subsequent Interest
Rate Cap (Change
Up)
Lifetime Maximum
Rate (Ceiling)
Lifetime Minimum
Rate (Floor)
Negative
Amortization Limit
Initial Negative
Amortization Recast
Period
Subsequent
Negative
Amortization Recast
Period
Initial Fixed
Payment Period
Subsequent
Payment Reset
Period
1                        
2                        
3                        
4                        
5                        
6                        
7                        
8                        
9                        
10                        
11                        
12                        
13                        
14                        
15                        
16                        
17                        
18                        
19                        
20                        
21                        
22                        
23                        
24                        
25                        
26                        
27                        
28                        
29                        
30                        
31                        
32                        
33                        
34                        
35                        
36                        
37                        
38                        
39                        
40                        
41                        
42                        
43                        
44                        
45                        
46                        
47                        
48                        
49                        
50                        
51                        
52                        
53                        
54                        
55                        
56                        
57                        
58                        
59                        
60                        
61                        
62                        
63                        
64                        
65                        
66                        
67                        
68                        
69                        
70                        
71                        
72                        
73                        
74                        
75                        
76                        
77                        
78                        
79                        
80                        
81                        
82                        
83                        
84                        
85                        
86                        
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530                        
531                        
532                        
533                        
534                        
535                        
536                        
537                        
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565                        
566                        
567                        
568                        
569                        
570                        
571                        
572                        
573                        
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575                        
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577                        
578                        
579                        
580                        
581                        
582                        
583                        
584                        
585                        
586                        
587                        
588                        
589                        
590                        
591                        
592                        
593                        
594                        
595                        

 

  58 59 60 61 62 63 64 65 66 67 68 69
  Initial Periodic
Payment Cap
Subsequent
Periodic Payment
Cap
Initial Minimum
Payment Reset
Period
Subsequent
Minimum Payment
Reset Period
Option ARM
Indicator
Options at Recast Initial Minimum
Payment
Current Minimum
Payment
Prepayment Penalty
Calculation
Prepayment Penalty
Type
Prepayment Penalty
Total Term
Prepayment Penalty
Hard Term
1                     0  
2                     0  
3                     0  
4                     0  
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6                     0  
7                     0  
8                     0  
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11                     0  
12                     0  
13                     0  
14                     0  
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569                     0  
570                     0  
571                     0  
572                     0  
573                     0  
574                     0  
575                     0  
576                     0  
577                     0  
578                     0  
579                     0  
580                     0  
581                     0  
582                     0  
583                     0  
584                     0  
585                     0  
586                     0  
587                     0  
588                     0  
589                     0  
590                     0  
591                     0  
592                     0  
593                     0  
594                     0  
595                     0  

 

  70 71 72 73 74 75 76 77 78 79 80 81
  Primary Borrower ID Number of
Mortgaged
Properties
Total Number of
Borrowers
Self-employment
Flag
Current ‘Other’
Monthly Payment
Length of
Employment:
Borrower
Length of
Employment: Co-
Borrower
Years in Home FICO Model Used Most Recent FICO
Date
Primary Wage
Earner Original
FICO: Equifax
Primary Wage
Earner Original
FICO: Experian
1 464 1   1   35   4 1      
2 88 2   1   20 7 0 1      
3 592 3   0   11 13 0 1      
4 313 1   0   0   2.5 1      
5 409 1   0   15.5 13 12.75 1      
6 91 1   1   32   0 1      
7 45 2   0   9.5 20.5 0 1      
8 270 2   0   1 6 0 1      
9 436 2   1   13   0 1      
10 470 1   1   7 20 0 1      
11 498 2   0   6.75   0 1      
12 338 1   1   13 3 1.75 1      
13 155 4   0   12.5 12.5 6 1      
14 299 1   0   14.25 5.75 1.25 1      
15 141 1   0   19   0 1      
16 485 1   0   26   0 1      
17 437 3   0   14 15.25 0 1      
18 350 3   1   35 16 0 1      
19 478 1   1   10   18 1      
20 471 2   0   0.25   0 1      
21 344 2   0   0.75   0 1      
22 78 1   0   19   7 1      
23 420 1   0   4.5 4 15 1      
24 487 1   0   18   0 1      
25 134 2   0   10   0 1      
26 424 1   1   19 13 0 1      
27 431 1   0   3 0 2.25 1      
28 208 1   0   5.5 0 10 1      
29 525 1   0   33   24 1      
30 370 2   0   12 5.25 0 1      
31 435 1   0   0 8 3 1      
32 524 2   0   7 15 0 1      
33 115 1   0   0   0 1      
34 481 2   0   15   0 1      
35 76 1   1   11   1.5 1      
36 298 2   0   0.5 8 0 1      
37 316 1   1   2   0 1      
38 514 1   0   0 0 0 1      
39 492 2   0   5.5   10 1      
40 138 2   0   1.5 0.25 3 1      
41 306 1   0   1 5.5 0 1      
42 113 1   0   4   0 1      
43 48 1   0   25.75   0 1      
44 288 2   0   2.75   0 1      
45 557 3   0   8 4 0 1      
46 283 2   0   4.5   0 1      
47 261 1   0   14   2 1      
48 506 2   1   15   14 1      
49 106 1   1   5 2 0 1      
50 65 1   1   10   8 1      
51 392 1   0   0.25   0 1      
52 331 1   0   0 5 9 1      
53 536 1   0   17 4.5 5 1      
54 305 1   0   11 3 21 1      
55 280 2   0   7 6.5 0 1      
56 432 2   0   2.5 5 0 1      
57 589 1   0   6 8 2.25 1      
58 159 1   0   4.5   2.5 1      
59 177 1   0   20.25   0 1      
60 397 3   1   5   3 1      
61 442 1   1   10   13 1      
62 238 1   1   7 10 2 1      
63 77 1   0   0.5 5.5 0 1      
64 201 1   0   27.5   7.5 1      
65 38 1   0   14.5   1.25 1      
66 34 2   0   11.75 8 12 1      
67 541 1   0   17   7 1      
68 282 1   0   2   0 1      
69 458 1   0   1.75 0.25 3 1      
70 205 1   0   2.75   1.75 1      
71 35 1   0   1 1 0 1      
72 587 1   0   0   8 1      
73 43 2   1   8 8 0 1      
74 249 1   0   0.25   0 1      
75 575 1   0   7 0 8 1      
76 220 1   0   2   0 1      
77 324 3   0   20   0 1      
78 577 1   0   8.25 23.5 9.5 1      
79 530 1   1   15 12 5 1      
80 59 1   0   0   30 1      
81 190 1   0   3 3 0 1      
82 462 1   0   11   12 1      
83 554 2   0   14 1.25 0.5 1      
84 39 1   0   0.25 15 0 1      
85 210 2   1   23   0 1      
86 371 4   0   21   0.5 1      
87 10 1   0   2.5   2.5 1      
88 323 1   0   22   20 1      
89 301 1   0   18 8 6 1      
90 161 1   1   10   7.5 1      
91 495 1   0   10   12 1      
92 567 1   1   4.75   0 1      
93 401 3   0   18   0 1      
94 393 2   1   46   17 1      
95 546 1   0   24   16 1      
96 578 1   0   7.5   2 1      
97 374 1   1   10.25   3.5 1      
98 263 1   1   31 15 0 1      
99 356 1   0   2.25 5.75 0 1      
100 140 1   0   0 14 0 1      
101 520 1   1   5   0 1      
102 531 1   0   12   7 1      
103 171 1   0   1.5 9 1.75 1      
104 584 1   0   3.25 4 0 1      
105 447 1   0   0   0 1      
106 334 1   0   0   0 1      
107 593 1   0   0.5   0 1      
108 169 3   0   14.5 4.5 0 1      
109 146 1   0   15   12.25 1      
110 383 1   0   2.5 1.25 10 1      
111 507 1   0   1.5   0.75 1      
112 440 1   1   30   4 1      
113 240 1   0   14   2.25 1      
114 271 1   0   1.5 11 0.08 1      
115 8 2   0   10   0 1      
116 510 2   0   12.75 11.75 0 1      
117 232 1   0   3.5   3.75 1      
118 231 1   0   8 3.25 0 1      
119 480 1   0   0   0 1      
120 258 1   0   0   0 1      
121 417 1   0   21 17 7 1      
122 564 2   0   15.5 12.75 8 1      
123 11 2   0   25 16 9 1      
124 509 1   0   11 8 3 1      
125 6 2   0   14 14 4 1      
126 556 1   1   9   0.5 1      
127 101 1   1   7.75   2 1      
128 571 4   1   17   2 1      
129 133 1   0   19 20 2.5 1      
130 355 1   0   0   16 1      
131 114 1   1   10   35 1      
132 443 1   0   9 13 1.25 1      
133 378 2   1   3 3 0 1      
134 539 4   1   38 15 10 1      
135 163 1   0   0 0 0 1      
136 388 1   0   14 5 4.25 1      
137 80 3   0   9.75 5.5 0 1      
138 396 1   0   1 0.25 0 1      
139 449 1   0   9   12 1      
140 5 2   1   0   6 1      
141 467 2   0   11 29 18 1      
142 527 3   1   6.75   2 1      
143 117 1   1   9.5   4 1      
144 207 1   0   11.75 11 2.75 1      
145 463 4   0   24   11.75 1      
146 174 1   0   34 16 16 1      
147 413 1   0   2.5   0 1      
148 545 3   0   13.75 23.5 9.5 1      
149 229 1   0   13   2.75 1      
150 239 1   0   10   10 1      
151 241 1   0   0.5   0 1      
152 320 1   1   17   0 1      
153 585 1   0   1   0 1      
154 406 1   1   8.5   3.75 1      
155 366 3   1   2.75   0 1      
156 304 1   0   2.25 0.5 6.75 1      
157 501 1   0   2   14 1      
158 153 2   1   2 20 0 1      
159 569 2   0   0   2.5 1      
160 548 1   0   1.75   5 1      
161 354 1   0   3   2.5 1      
162 111 1   0   13.5   6 1      
163 86 3   0   6 8 0 1      
164 17 2   0   2   0 1      
165 429 2   0   21.5 11.25 5.5 1      
166 206 1   0   35   16 1      
167 267 2   0   5.5   0 1      
168 245 1   0   19 5 4 1      
169 327 2   0   7 7 3 1      
170 494 4   1   20   17 1      
171 2 3   1   5   0 1      
172 259 1   0   10 11 3 1      
173 562 2   1   3   0 1      
174 337 1   0   18   3 1      
175 57 1   0   10 2.5 7.5 1      
176 51 1   0   26 19 19 1      
177 576 1   0   0.75   0 1      
178 296 1   0   6.5 2.5 0 1      
179 191 4   0   10   0 1      
180 572 1   0   6 4 2 1      
181 446 1   0   1.25   6 1      
182 237 2   1   16   0 1      
183 274 1   0   25.5   0 1      
184 95 2   0   32   0 1      
185 581 2   0   3 1 0 1      
186 326 1   0   0 3 1 1      
187 123 1   0   3   4 1      
188 98 1   0   10   2 1      
189 364 1   0   6   0 1      
190 542 1   0   3.75   13 1      
191 295 2   1   13   0 1      
192 407 3   0   4 9 0 1      
193 307 1   1   9   6.5 1      
194 505 1   0   3 3 0 1      
195 411 1   0   4.75   0 1      
196 202 1   1   8.5 2.5 0 1      
197 69 2   0   4   0 1      
198 529 3   0   7.25   8.75 1      
199 125 1   0   2 7 0 1      
200 543 2   0   2   0 1      
201 223 2   0   7.75   0 1      
202 300 1   0   4.5   1.25 1      
203 84 1   0   13   5 1      
204 310 1   1   18.5 7 0 1      
205 185 2   0   3.5   0 1      
206 164 1   0   17   2 1      
207 362 4   0   11.5   0 1      
208 246 1   0   0   10 1      
209 385 2   0   0.5 10 11 1      
210 314 1   0   0   0 1      
211 31 2   0   12 4 0 1      
212 329 1   0   6.25   2 1      
213 521 1   0   18.75 3 0 1      
214 391 2   0   4   0 1      
215 497 1   0   8 19 9 1      
216 178 3   0   1.25 0.25 5 1      
217 265 1   0   4.25   10 1      
218 515 1   0   0   24 1      
219 473 1   1   9.5   8.5 1      
220 137 1   1   5.5 5 0 1      
221 361 1   0   10   3 1      
222 380 1   0   10   3 1      
223 89 1   0   15.5 12.5 0 1      
224 549 1   0   1 10 16 1      
225 322 2   1   21   5.5 1      
226 66 1   0   0.5 28 0 1      
227 375 3   0   21 17 0 1      
228 348 1   0   14 0.75 5 1      
229 264 2   1   12 15 8 1      
230 198 4   0   15   0 1      
231 105 1   1   13   5 1      
232 466 1   0   1.75   0 1      
233 68 1   0   4 2 1.25 1      
234 433 1   1   13 7 7 1      
235 173 1   0   7 0 0 1      
236 225 1   0   0   0 1      
237 268 4   0   10   0 1      
238 53 1   0   1.5 0.25 0 1      
239 30 2   0   2   0 1      
240 275 1   0   8 5 0 1      
241 482 2   0   1.25 16 13 1      
242 272 1   0   39 32 8 1      
243 189 2   0   0.25   0 1      
244 110 1   0   0   0 1      
245 414 1   0   4   13 1      
246 579 3   0   7 7 5 1      
247 566 1   0   0 5 1 1      
248 55 1   0   4   1 1      
249 517 1   0   0 4 9 1      
250 474 2   0   10   0 1      
251 242 1   0   6.25   4 1      
252 502 1   1   6   5 1      
253 23 1   1   5 15 4 1      
254 594 3   0   6 5.5 4 1      
255 94 2   0   9 15 0 1      
256 558 2   0   1 7 0 1      
257 516 3   0   2 2 7 1      
258 489 1   0   6 1 9 1      
259 250 1   0   4.75   0 1      
260 204 1   0   9   1.5 1      
261 276 2   1   10   0 1      
262 434 3   1   23   16 1      
263 533 1   1   10   6.25 1      
264 219 3   0   11 7 2 1      
265 528 3   0   10 10 8 1      
266 342 1   0   1.75   2.75 1      
267 116 1   0   8.75   1.75 1      
268 358 2   0   3.75   8 1      
269 20 2   0   3   7 1      
270 484 1   0   5.5   13 1      
271 544 1   0   0.5 18 5 1      
272 315 1   0   5 0.25 0 1      
273 428 2   0   7 27 6 1      
274 319 1   0   7   0 1      
275 14 1   1   7   3.5 1      
276 12 1   0   20   11 1      
277 382 1   0   14 8 8.5 1      
278 399 1   0   0 13.5 5 1      
279 325 2   0   3.5 0.5 0 1      
280 400 1   0   18   3.5 1      
281 203 1   0   6.75   5 1      
282 277 2   0   1   1.5 1      
283 341 1   0   3   0 1      
284 523 1   0   9 0 0 1      
285 286 1   0   14.5 10 15 1      
286 405 1   0   4 1 0 1      
287 156 1   0   6.5 7.5 0 1      
288 472 1   0   7   8 1      
289 149 1   0   11 0 12 1      
290 128 1   0   2.5   0 1      
291 347 3   1   25 25 7.5 1      
292 40 1   0   1.5   1.5 1      
293 284 1   0   12 1.5 0 1      
294 22 1   0   4.25 6.5 5 1      
295 64 1   0   3.5 3 1.75 1      
296 586 1   0   8   2 1      
297 260 1   0   5   2 1      
298 479 1   1   11 11 7 1      
299 49 1   0   7 0 3 1      
300 254 4   0   1.5   0 1      
301 365 1   1   0 0 7 1      
302 144 1   0   4 0.75 1 1      
303 410 3   0   5   0 1      
304 281 1   0   8   1 1      
305 552 1   0   10 27 0 1      
306 402 1   1   2.75   0 1      
307 476 2   0   0   0 1      
308 278 1   0   26   19 1      
309 218 1   0   10 5.5 1.5 1      
310 215 1   0   0.5   0.5 1      
311 330 2   0   0.5   0 1      
312 175 1   0   23   3 1      
313 291 2   0   15   2 1      
314 244 1   1   7   1.5 1      
315 317 1   0   10 0 2 1      
316 97 3   0   4   4 1      
317 422 3   1   40   5 1      
318 157 1   0   15   1.5 1      
319 363 3   0   25.75   6.5 1      
320 565 2   1   7   0 1      
321 384 1   0   6.5 2 1.5 1      
322 167 1   0   0   0 1      
323 252 1   0   29   11 1      
324 454 3   0   2   5.5 1      
325 563 2   0   0   0 1      
326 340 1   0   0   8 1      
327 251 1   0   7   6 1      
328 4 2   1   30   0 1      
329 119 1   0   6   9 1      
330 186 1   1   13.75 20 8.5 1      
331 555 2   0   10   11 1      
332 257 1   0   13   10 1      
333 147 2   0   5   10.5 1      
334 418 2   0   0 23 2 1      
335 408 1   0   27   5.75 1      
336 266 1   0   12 2 0 1      
337 518 1   0   11.5   2.5 1      
338 92 1   0   3 8 5 1      
339 192 4   0   4.5 5.75 1 1      
340 421 3   1   28 11 12 1      
341 99 2   0   1.25   0 1      
342 222 1   0   0   10 1      
343 179 2   0   6.25   5 1      
344 503 1   0   14   1 1      
345 387 1   0   5.5 0.5 0 1      
346 373 1   1   4.5 0 5.75 1      
347 588 1   0   1 0.25 7 1      
348 438 4   0   29   10 1      
349 79 1   1   10 10 8 1      
350 132 1   0   0.5 10 14 1      
351 126 1   0   2   1 1      
352 109 1   0   3.5   4 1      
353 582 3   0   6   3 1      
354 46 3   0   3.5   0 1      
355 183 2   0   6.5   0 1      
356 212 1   0   20 26 9 1      
357 21 1   0   10   4 1      
358 336 3   1   11   0 1      
359 142 4   0   3   3.25 1      
360 293 1   0   19   4 1      
361 580 1   1   11   1 1      
362 353 3   1   16 16 0 1      
363 236 1   0   21 17 9 1      
364 193 1   0   10   2.5 1      
365 568 1   0   4.5 15 0 1      
366 235 3   0   2.5   2 1      
367 234 2   0   11 0.25 0 1      
368 188 2   1   32   4 1      
369 168 1   0   1 0.25 6.5 1      
370 444 2   1   8   1.75 1      
371 377 1   0   9.25   0 1      
372 42 2   0   2.25   8 1      
373 321 1   0   6.75   3.25 1      
374 216 1   0   13 11.5 13 1      
375 547 1   0   8 3 1.75 1      
376 152 3   1   52   0 1      
377 333 1   0   25 6 7 1      
378 3 1   1   21   1.75 1      
379 591 3   0   6 9 3 1      
380 213 2   0   0.5   2.5 1      
381 486 2   1   21.25   19 1      
382 143 1   0   12.5 1.5 5 1      
383 441 1   1   5   0.5 1      
384 349 2   1   8   2 1      
385 262 2   0   1.5   7 1      
386 93 2   0   13.75   0 1      
387 369 2   1   8   0.083333333 1      
388 200 2   1   4   0 1      
389 448 2   0   30.5   0 1      
390 459 2   0   18 20 0 1      
391 160 2   0   23.5   13 1      
392 551 1   1   24 48 31 1      
393 135 1   0   0.25   0 1      
394 451 1   0   13.5   5.25 1      
395 328 1   0   28.5   6 1      
396 318 1   0   0   0 1      
397 248 1   0   11   10 1      
398 294 1   0   13   3 1      
399 148 1   0   7.25 0.5 0 1      
400 475 1   0   7   15 1      
401 453 1   0   11   14 1      
402 158 2   0   28 5.75 0 1      
403 439 2   1   2 2 9 1      
404 386 1   0   0 15.5 1 1      
405 166 1   0   2.25 2 0 1      
406 44 2   1   13   7 1      
407 165 3   1   28   0 1      
408 412 2   0   10 13 0 1      
409 228 3   0   25 25 11 1      
410 456 1   1   5   0 1      
411 359 2   1   7 15 6 1      
412 526 1   0   30   30 1      
413 381 1   0   18   4 1      
414 483 1   1   15   4 1      
415 233 1   0   4 2 0 1      
416 16 1   0   0 0.5 0 1      
417 63 3   0   0.5   0 1      
418 455 2   1   0 2 3.166666667 1      
419 100 1   0   12   1.5 1      
420 71 1   1   9 0.5 15 1      
421 559 1   1   3   0.083333333 1      
422 130 1   0   5   1 1      
423 332 1   0   33   12 1      
424 256 1   0   0   6.25 1      
425 33 1   0   0   1 1      
426 52 1   0   11.5   1.25 1      
427 224 2   0   6   5 1      
428 255 1   0   10 10 0 1      
429 194 1   0   5.75   5 1      
430 490 1   0   14   5 1      
431 573 1   0   0.75   7 1      
432 227 2   0   14 1 2 1      
433 351 2   0   1 30 3 1      
434 335 1   0   6   0 1      
435 450 1   0   8 12 8 1      
436 24 2   0   13 5 5 1      
437 221 1   1   25   32 1      
438 430 1   0   0 8 8 1      
439 404 1   0   22 0.5 2.5 1      
440 560 3   1   10.25   2.5 1      
441 253 1   0   0.25   0.5 1      
442 170 1   1   10   6 1      
443 425 1   0   10 5 1.5 1      
444 285 1   0   2.25   5.5 1      
445 81 1   0   0   10 1      
446 87 2   1   32   6 1      
447 85 1   0   3   1 1      
448 346 2   0   2 3 4 1      
449 127 1   0   18   4 1      
450 292 1   0   2   7 1      
451 311 1   0   12.25 10.5 0.75 1      
452 124 1   0   0.25   10 1      
453 151 1   1   6 8 2 1      
454 290 1   1   21 4 2.5 1      
455 180 1   0   12 18.75 0 1      
456 184 1   0   10.5 7.75 0 1      
457 28 1   0   6 2.75 9 1      
458 499 2   1   25 35 28 1      
459 415 1   0   1.5 2.25 0 1      
460 41 1   0   0   1 1      
461 279 1   1   12   0 1      
462 352 2   1   23 17 0.083333333 1      
463 145 1   0   12 2.25 2.5 1      
464 7 1   0   7.25   5 1      
465 445 1   1   9 1.25 3.25 1      
466 574 1   0   1.75   1 1      
467 67 2   0   11 18 1.75 1      
468 90 1   0   1.5 0.75 3 1      
469 82 1   0   0 0.5 6 1      
470 199 3   0   6.5   1.5 1      
471 357 1   0   7   4 1      
472 398 4   0   0   10.25 1      
473 36 2   0   0.5   0.1666 1      
474 104 2   0   15   25 1      
475 19 1   0   30 30 6 1      
476 136 1   0   12.5 5 8 1      
477 226 1   0   0   5 1      
478 118 1   0   0.5   12 1      
479 553 1   1   6 2.5 14 1      
480 32 1   0   4   0 1      
481 197 1   0   11.75   1.25 1      
482 561 1   1   9.25   9.5 1      
483 511 4   0   2   1.25 1      
484 182 1   1   11.75   9.75 1      
485 61 1   0   20 19.75 13 1      
486 312 2   0   4.5 5 0 1      
487 195 2   0   1.5 3 0 1      
488 209 1   0   3   5.5 1      
489 376 1   1   15   0.5 1      
490 570 1   0   11 8 3 1      
491 18 1   0   15.5 22 0.75 1      
492 537 1   1   27 0 5 1      
493 540 1   1   26   15 1      
494 162 1   1   20   18 1      
495 508 1   0   3.25   9 1      
496 297 1   1   0.25 8 10.25 1      
497 176 2   1   33   9 1      
498 538 2   0   5.5   4 1      
499 154 1   1   3.5   2 1      
500 15 2   0   4   9 1      
501 269 1   0   14 6 0.2499 1      
502 309 1   1   5   7 1      
503 129 2   0   0   22 1      
504 457 2   0   0   2.25 1      
505 172 2   0   17   5 1      
506 62 2   0   1.25   9 1      
507 512 3   1   5   8 1      
508 214 1   0   27.75   0 1      
509 47 1   0   5 9 3 1      
510 13 2   1   2 0 7 1      
511 102 1   0   4 19.5 10.7 1      
512 303 2   0   14.3 14.3 4.8 1      
513 121 1   0   6.3 13 5 1      
514 211 2   1   39   17.75 1      
515 217 1   0   22.5   15 1      
516 25 1   0   4.25   0 1      
517 150 2   0   15 0 2 1      
518 26 1   1   34   12 1      
519 83 2   1   10.25   32 1      
520 29 1   0   20   7 1      
521 50 2   1   10 13 1 1      
522 469 1   0   2.5 22 8 1      
523 535 2   1   11   8 1      
524 416 2   0   8   7 1      
525 488 2   1   8 8 1 1      
526 120 1   0   1.25   1 1      
527 56 1   0   5 3 4 1      
528 534 1   0   4.5   7 1      
529 583 1   0   3 14 2 1      
530 1 8   1   30 15 0 1      
531 1 8   1   30 15 0 1      
532 496 2   0   0.25 5 3.1666 1      
533 500 3   0   7 3 0 1      
534 367 2   1   12   0 1      
535 27 1   0   13 5 0 1      
536 131 1   0   7   2 1      
537 108 2   0   13   0 1      
538 122 2   0   0.75   9.5 1      
539 273 1   0   35.5   0 1      
540 247 3   0   2   0 1      
541 72 1   0   1.25   0 1      
542 395 2   1   5   3 1      
543 379 1   0   0   0 1      
544 519 1   0   44   3.25 1      
545 112 1   0   2   5 1      
546 308 1   1   5   22 1      
547 452 1   0   4.5   1 1      
548 343 2   0   13 3 2 1      
549 96 2   0   4.5   0 1      
550 37 1   0   0.5   7 1      
551 75 1   0   12 10 8 1      
552 9 1   0   8.5 0 8 1      
553 74 2   0   2.5   2 1      
554 73 1   0   20   2 1      
555 107 1   0   7   2 1      
556 389 1   1   0 35 4 1      
557 372 2   1   7.5   3 1      
558 390 1   0   11.75   12 1      
559 302 1   1   30   16 1      
560 70 1   1   11   22 1      
561 139 3   0   1.5 0 7 1      
562 504 1   1   31   28 1      
563 289 1   1   11   7 1      
564 187 3   0   9.5   2.5 1      
565 58 2   0   21.25 12.75 6 1      
566 394 2   1   4   0 1      
567 181 2   0   22.75   18 1      
568 54 2   1   3 3 3 1      
569 243 1   0   5   8 1      
570 60 3   0   8.5   21 1      
571 460 1   0   0   0 1      
572 465 1   1   26 22 6 1      
573 368 1   0   8.5   6 1      
574 403 2   0   3.5 7 0 1      
575 339 3   0   7   0 1      
576 345 2   0   28   16 1      
577 427 1   0   15   7 1      
578 513 2   1   6.5   12 1      
579 468 1   0   26 4.75 11 1      
580 196 2   1   14 16 4 1      
581 532 4   1   11   1.75 1      
582 493 1   1   28 28 11 1      
583 522 5   1   12 1.5 0 1      
584 590 2   1   9 4 1 1      
585 360 1   0   10 0 2 1      
586 461 3   1   7.25   5 1      
587 477 1   0   0   10 1      
588 230 1   0   12 10 2 1      
589 103 1   0   8   4 1      
590 550 2   0   14 14 6 1      
591 287 3   0   31   1 1      
592 423 1   1   17   6 1      
593 419 1   0   6 5 10 1      
594 491 3   1   2   7 1      
595 426 1   0   4 6 0 1      

 

  82 83 84 85 86 87 88 89 90 91 92 93
  Primary Wage
Earner Original
FICO: TransUnion
Secondary Wage
Earner Original
FICO: Equifax
Secondary Wage
Earner Original
FICO: Experian
Secondary Wage
Earner Original
FICO: TransUnion
Original
Primary Borrower
FICO
Most Recent
Primary Borrower
FICO
Most Recent Co-
Borrower FICO
Most Recent FICO
Method
VantageScore:
Primary Borrower
VantageScore: Co-
Borrower
Most Recent
VantageScore
Method
VantageScore Date
1         707              
2         789              
3         773              
4         762              
5         787              
6         774              
7         765              
8         780              
9         773              
10         745              
11         804              
12         798              
13         784              
14         728              
15         763              
16         718              
17         787              
18         751              
19         704              
20         747              
21         779              
22         774              
23         755              
24         813              
25         775              
26         790              
27         748              
28         789              
29         789              
30         807              
31         768              
32         787              
33         799              
34         800              
35         781              
36         738              
37         768              
38         728              
39         768              
40         775              
41         785              
42         770              
43         805              
44         724              
45         760              
46         800              
47         747              
48         803              
49         747              
50         802              
51         749              
52         786              
53         733              
54         801              
55         770              
56         731              
57         751              
58         819              
59         784              
60         767              
61         754              
62         723              
63         782              
64         808              
65         800              
66         779              
67         785              
68         782              
69         750              
70         806              
71         782              
72         811              
73         747              
74         782              
75         745              
76         780              
77         792              
78         744              
79         786              
80         722              
81         736              
82         756              
83         771              
84         766              
85         739              
86         766              
87         741              
88         713              
89         778              
90         784              
91         779              
92         744              
93         789              
94         781              
95         723              
96         777              
97         776              
98         780              
99         769              
100         789              
101         770              
102         781              
103         808              
104         747              
105         798              
106         790              
107         779              
108         736              
109         810              
110         780              
111         786              
112         798              
113         750              
114         768              
115         801              
116         812              
117         774              
118         779              
119         783              
120         798              
121         788              
122         803              
123         768              
124         792              
125         784              
126         721              
127         795              
128         773              
129         794              
130         768              
131         723              
132         793              
133         725              
134         772              
135         750              
136         725              
137         767              
138         792              
139         798              
140         757              
141         743              
142         796              
143         759              
144         739              
145         714              
146         788              
147         793              
148         799              
149         768              
150         729              
151         807              
152         797              
153         801              
154         796              
155         737              
156         799              
157         809              
158         777              
159         760              
160         769              
161         744              
162         778              
163         785              
164         734              
165         803              
166         786              
167         760              
168         758              
169         798              
170         770              
171         755              
172         761              
173         782              
174         786              
175         706              
176         779              
177         738              
178         783              
179         782              
180         800              
181         804              
182         754              
183         736              
184         811              
185         791              
186         805              
187         775              
188         796              
189         793              
190         791              
191         775              
192         797              
193         772              
194         784              
195         767              
196         768              
197         808              
198         743              
199         783              
200         714              
201         773              
202         794              
203         753              
204         727              
205         797              
206         746              
207         760              
208         788              
209         770              
210         789              
211         768              
212         783              
213         722              
214         794              
215         767              
216         795              
217         767              
218         750              
219         803              
220         694              
221         803              
222         773              
223         747              
224         794              
225         766              
226         805              
227         766              
228         720              
229         763              
230         737              
231         782              
232         794              
233         798              
234         799              
235         759              
236         776              
237         789              
238         725              
239         740              
240         788              
241         720              
242         772              
243         795              
244         748              
245         790              
246         792              
247         773              
248         771              
249         803              
250         770              
251         796              
252         763              
253         749              
254         797              
255         775              
256         715              
257         745              
258         801              
259         801              
260         758              
261         755              
262         797              
263         764              
264         809              
265         707              
266         768              
267         787              
268         789              
269         759              
270         731              
271         795              
272         792              
273         781              
274         754              
275         744              
276         785              
277         726              
278         770              
279         770              
280         785              
281         789              
282         747              
283         755              
284         778              
285         773              
286         785              
287         769              
288         777              
289         735              
290         773              
291         740              
292         746              
293         793              
294         775              
295         765              
296         777              
297         747              
298         756              
299         787              
300         772              
301         773              
302         761              
303         766              
304         804              
305         733              
306         744              
307         808              
308         767              
309         739              
310         798              
311         771              
312         777              
313         737              
314         799              
315         772              
316         784              
317         786              
318         800              
319         761              
320         723              
321         790              
322         750              
323         787              
324         791              
325         771              
326         814              
327         768              
328         759              
329         766              
330         778              
331         805              
332         702              
333         754              
334         713              
335         765              
336         803              
337         800              
338         768              
339         745              
340         790              
341         792              
342         784              
343         733              
344         799              
345         760              
346         778              
347         761              
348         785              
349         718              
350         791              
351         789              
352         773              
353         786              
354         760              
355         795              
356         795              
357         790              
358         766              
359         796              
360         781              
361         787              
362         795              
363         789              
364         761              
365         801              
366         767              
367         800              
368         753              
369         784              
370         775              
371         804              
372         767              
373         706              
374         809              
375         740              
376         793              
377         788              
378         735              
379         798              
380         735              
381         774              
382         799              
383         789              
384         745              
385         782              
386         801              
387         726              
388         778              
389         778              
390         707              
391         782              
392         798              
393         793              
394         763              
395         802              
396         768              
397         776              
398         809              
399         790              
400         775              
401         803              
402         772              
403         741              
404         774              
405         772              
406         767              
407         783              
408         742              
409         787              
410         736              
411         787              
412         780              
413         803              
414         802              
415         723              
416         789              
417         794              
418         761              
419         772              
420         720              
421         764              
422         737              
423         777              
424         801              
425         784              
426         758              
427         736              
428         806              
429         777              
430         799              
431         790              
432         714              
433         787              
434         762              
435         789              
436         768              
437         803              
438         751              
439         773              
440         783              
441         760              
442         795              
443         777              
444         746              
445         796              
446         763              
447         726              
448         772              
449         778              
450         756              
451         796              
452         776              
453         790              
454         797              
455         771              
456         722              
457         768              
458         749              
459         784              
460         790              
461         801              
462         746              
463         770              
464         762              
465         768              
466         803              
467         741              
468         795              
469         786              
470         787              
471         734              
472         768              
473         778              
474         782              
475         725              
476         762              
477         792              
478         741              
479         812              
480         787              
481         753              
482         737              
483         776              
484         766              
485         793              
486         729              
487         783              
488         738              
489         762              
490         733              
491         790              
492         798              
493         777              
494         760              
495         775              
496         788              
497         794              
498         724              
499         774              
500         779              
501         753              
502         726              
503         760              
504         799              
505         705              
506         721              
507         719              
508         817              
509         766              
510         785              
511         797              
512         780              
513         760              
514         784              
515         744              
516         751              
517         775              
518         739              
519         702              
520         725              
521         787              
522         747              
523         776              
524         755              
525         757              
526         775              
527         783              
528         788              
529         760              
530         802              
531         802              
532         798              
533         774              
534         751              
535         782              
536         790              
537         719              
538         798              
539         736              
540         763              
541         790              
542         711              
543         784              
544         791              
545         791              
546         792              
547         787              
548         732              
549         762              
550         772              
551         782              
552         765              
553         792              
554         764              
555         783              
556         779              
557         772              
558         762              
559         708              
560         778              
561         778              
562         766              
563         758              
564         761              
565         762              
566         784              
567         697              
568         780              
569         739              
570         737              
571         790              
572         796              
573         732              
574         780              
575         727              
576         749              
577         766              
578         766              
579         724              
580         779              
581         788              
582         802              
583         733              
584         743              
585         786              
586         796              
587         791              
588         777              
589         771              
590         750              
591         764              
592         763              
593         791              
594         770              
595         776              

 

  94 95 96 97 98 99 100 101 102 103 104
  Credit Report:
Longest Trade Line
Credit Report:
Maximum Trade
Line
Credit Report:
Number of Trade
Lines
Credit Line Usage
Ratio
Most Recent 12-
month Pay History
Months Bankruptcy Months Foreclosure Primary Borrower
Wage Income
Co-Borrower Wage
Income
Primary Borrower
Other Income
Co-Borrower Other
Income
1         000000000000     43510.00 0.00 0.00 0.00
2         000000000000     21750.34 35804.17 0.00 0.00
3         000000000000     5211.54 16308.34 0.00 4216.67
4         000000000000     25833.34 0.00 0.00 0.00
5         000000000000     14238.67 0.00 0.00 0.00
6         000000000000     10325.92 5808.00 0.00 0.00
7         000000000000     4905.25 5305.74 0.00 3600.00
8         000000000000     11666.67 8571.33 0.00 0.00
9         000000000000     60710.00   0.00  
10         000000000000     7697.87 7464.74 0.00 0.00
11         000000000000     15794.48   0.00  
12         000000000000     10512.00 12702.34 0.00 0.00
13         000000000000     12500.00 2500.00 0.00 0.00
14         000000000000     2900.00 2384.12 25322.96 0.00
15         000000000000     22971.00   8125.00  
16         000000000000     7999.01   11585.94  
17         000000000000     7687.00 21560.36 0.00 0.00
18         000000000000     15798.00 8616.00 0.00 0.00
19         000000000000     20000.00   0.00  
20         000000000000     12500.00 0.00 0.00 0.00
21         000000000000     14000.00 0.00 0.00 0.00
22         000000000000     12500.00   0.00  
23         000000000000     15096.00 0.00 5348.00 0.00
24         000000000000     12916.65   0.00  
25         000000000000     25000.00 0.00 0.00 0.00
26         000000000000     6250.00 8411.00 0.00 0.00
27         000000000000     19833.33 0.00 7849.92 0.00
28         000000000000     14309.75 0.00 0.00 0.00
29         000000000000     18766.52 0.00 0.00 0.00
30         000000000000     11000.00 3171.63 0.00 0.00
31         000000000000     11250.00 10129.17 0.00 0.00
32         000000000000     25833.30 20540.04 0.00 0.00
33         000000000000     13672.25 838.80 0.00 0.00
34         000000000000     23333.33   49413.10  
35         000000000000     22475.88 0.00 0.00 0.00
36         000000000000     8028.01 4263.32 0.00 0.00
37         000000000000     15302.11   1250.00  
38         000000000000     9999.16 5893.33 0.00 0.00
39         000000000000     6250.00   8716.83  
40         000000000000     10416.67 7083.33 0.00 0.00
41         000000000000     0.00 35462.00 0.00 0.00
42         000000000000     10915.84   0.00  
43         000000000000     33333.34   159348.10  
44         000000000000     22500.00   0.00  
45         000000000000     15154.00 0.00 16387.00 0.00
46         000000000000     13033.79   7512.08  
47         000000000000     21666.66 0.00 0.00 0.00
48         000000000000     36448.79 0.00 0.00 0.00
49         000000000000     16214.42 5083.33 0.00 0.00
50         000000000000     33806.67 0.00 0.00 0.00
51         000000000000     16666.67 0.00 0.00 0.00
52         000000000000     12083.34 10300.00 0.00 0.00
53         000000000000     18000.00 21236.50 0.00 0.00
54         000000000000     15450.00 7952.00 0.00 0.00
55         000000000000     11750.00 9416.68 2927.53 673.74
56         000000000000     11531.25 9806.46 0.00 0.00
57         000000000000     15316.67 5583.07 0.00 0.00
58         000000000000     9171.06   0.00  
59         000000000000     8038.75 0.00 4063.13 0.00
60         000000000000     48788.75   0.00  
61         000000000000     58786.25   0.00  
62         000000000000     56319.49 23942.14 0.00 0.00
63         000000000000     11104.16 6516.67 0.00 0.00
64         000000000000     20124.00 0.00 0.00 0.00
65         000000000000     10750.00   0.00  
66         000000000000     16666.66 13424.78 0.00 0.00
67         000000000000     30416.66   0.00  
68         000000000000     15166.67   0.00  
69         000000000000     7492.50 10000.00 0.00 0.00
70         000000000000     18750.00 0.00 0.00 0.00
71         000000000000     14300.00 11666.66 0.00 0.00
72         000000000000     31468.70 0.00 0.00 0.00
73         000000000000     12886.62 12990.84 0.00 0.00
74         000000000000     18333.34   0.00  
75         000000000000     19166.66 0.00 0.00 0.00
76         000000000000     12500.00   0.00  
77         000000000000     16666.67   16865.86  
78         000000000000     14166.66 26000.00 0.00 0.00
79         000000000000     39951.75 8124.09 0.00 0.00
80         000000000000     2169.67 958.83 15122.56 0.00
81         000000000000     0.00 17498.00 0.00 0.00
82         000000000000     10500.00   1991.92  
83         000000000000     15269.36 15416.67 0.00 0.00
84         000000000000     11250.00 5708.83 0.00 0.00
85         000000000000     41635.40   0.00  
86         000000000000     14890.00 0.00 0.00 0.00
87         000000000000     20239.38 0.00 0.00 0.00
88         000000000000     9277.35 0.00 0.00 3950.54
89         000000000000     10002.50 4893.58 0.00 0.00
90         000000000000     34734.85 0.00 0.00 0.00
91         000000000000     14567.77 0.00 0.00 0.00
92         000000000000     22000.12   0.00  
93         000000000000     20705.66 0.00 18999.58 0.00
94         000000000000     40246.30 0.00 0.00 0.00
95         000000000000     15600.00   1416.67  
96         000000000000     18333.33 0.00 0.00 0.00
97         000000000000     8903.57 0.00 4592.95 0.00
98         000000000000     24583.33 24583.33 0.00 0.00
99         000000000000     11250.00 0.00 0.00 0.00
100         000000000000     23333.33 8827.67 0.00 0.00
101         000000000000     24432.31   0.00  
102         000000000000     15746.49   0.00  
103         000000000000     16033.34 7097.66 0.00 0.00
104         000000000000     17500.00 8747.46 0.00 0.00
105         000000000000     20800.00   0.00  
106         000000000000     11250.00   6715.00  
107         000000000000     15416.67   0.00  
108         000000000000     11250.00 6666.67 33730.75 2107.15
109         000000000000     11831.73 0.00 0.00 0.00
110         000000000000     11916.67 0.00 0.00 0.00
111         000000000000     15833.34   0.00  
112         000000000000     27373.62 0.00 0.00 0.00
113         000000000000     13816.50   1981.65  
114         000000000000     20994.92 8280.83 0.00 0.00
115         000000000000     33416.67   16678.48  
116         000000000000     11649.73 9902.53 0.00 0.00
117         000000000000     29767.67   0.00  
118         000000000000     8419.17 16737.50 0.00 0.00
119         000000000000     20000.00 0.00 0.00 0.00
120         000000000000     17916.00   0.00  
121         000000000000     16666.00 12886.85 0.00 0.00
122         000000000000     24200.00 25096.93 0.00 0.00
123         000000000000     5982.44 8415.33 5214.68 0.00
124         000000000000     10416.66 0.00 10526.62 0.00
125         000000000000     28165.30 4710.14 5601.17 0.00
126         000000000000     30099.04   0.00  
127         000000000000     16377.21   0.00  
128         000000000000     12789.30   0.00  
129         000000000000     12719.58 12719.58 0.00 0.00
130         000000000000     9784.04   0.00  
131         000000000000     49562.79 0.00 0.00 0.00
132         000000000000     8925.28 4977.85 0.00 0.00
133         000000000000     19066.67 0.00 0.00 0.00
134         000000000000     7137.87 8666.12 0.00 0.00
135         000000000000     8848.33 9583.33 0.00 0.00
136         000000000000     7927.24 2974.00 2169.58 1175.00
137         000000000000     11605.00 7917.82 0.00 3012.50
138         000000000000     11900.00 0.00 845.14 0.00
139         000000000000     37575.67 0.00 0.00 0.00
140         000000000000     0.00 32349.51 0.00 0.00
141         000000000000     14333.34 14416.67 0.00 0.00
142         000000000000     21941.92 0.00 0.00 0.00
143         000000000000     17801.88 0.00 0.00 0.00
144         000000000000     39583.33 5076.75 0.00 0.00
145         000000000000     47725.33 0.00 0.00 0.00
146         000000000000     21009.60 2218.58 0.00 0.00
147         000000000000     13333.34   0.00  
148         000000000000     8335.73 7090.28 0.00 0.00
149         000000000000     7416.67   11389.31  
150         000000000000     47419.50   0.00  
151         000000000000     20833.00 0.00 8333.00 0.00
152         000000000000     31377.79   4312.33  
153         000000000000     14583.34   0.00  
154         000000000000     10887.97   0.00  
155         000000000000     63537.94   0.00  
156         000000000000     9583.38 1657.20 0.00 0.00
157         000000000000     14806.20   4159.21  
158         000000000000     1633.00 16171.67 0.00 0.00
159         000000000000     14833.87   0.00  
160         000000000000     10000.00   11838.19  
161         000000000000     14166.48 0.00 0.00 0.00
162         000000000000     14744.08   4467.63  
163         000000000000     14542.93 8166.67 1416.66 0.00
164         000000000000     29166.67 0.00 0.00 0.00
165         000000000000     14170.25 6673.33 0.00 0.00
166         000000000000     11043.00 0.00 18068.00 0.00
167         000000000000     21666.66 0.00 0.00 0.00
168         000000000000     15426.28 0.00 0.00 0.00
169         000000000000     18324.00 6402.00 0.00 0.00
170         000000000000     26418.58   0.00  
171         000000000000     23694.71   0.00  
172         000000000000     18750.00 13026.33 0.00 0.00
173         000000000000     36214.46   0.00  
174         000000000000     15757.21 0.00 0.00 0.00
175         000000000000     9893.00 16666.67 0.00 0.00
176         000000000000     22370.75 10541.67 0.00 0.00
177         000000000000     15834.00 0.00 0.00 0.00
178         000000000000     9583.31 5032.67 0.00 0.00
179         000000000000     20000.00   12639.17  
180         000000000000     8453.97 2106.00 0.00 0.00
181         000000000000     28166.67 0.00 0.00 0.00
182         000000000000     41886.69 0.00 0.00 0.00
183         000000000000     12958.33   0.00  
184         000000000000     20000.00   0.00  
185         000000000000     11333.76 7735.00 0.00 0.00
186         000000000000     0.00 16250.00 0.00 0.00
187         000000000000     22256.04 0.00 0.00 0.00
188         000000000000     24601.89   0.00  
189         000000000000     17083.34 0.00 0.00 0.00
190         000000000000     12500.00 0.00 15677.16 0.00
191         000000000000     20011.00   0.00  
192         000000000000     10726.49 3104.13 4549.21 0.00
193         000000000000     15476.46 0.00 0.00 0.00
194         000000000000     10833.33 4166.67 0.00 0.00
195         000000000000     33333.00 0.00 9875.00 0.00
196         000000000000     9446.00 2725.38 0.00 0.00
197         000000000000     14333.33   0.00  
198         000000000000     6500.00 0.00 35450.38 0.00
199         000000000000     12620.63 2680.92 0.00 0.00
200         000000000000     60440.25   0.00  
201         000000000000     5416.67 0.00 33159.97 0.00
202         000000000000     11666.67   0.00  
203         000000000000     27767.13 0.00 0.00 0.00
204         000000000000     17027.14 0.00 0.00 0.00
205         000000000000     16666.66   5500.00  
206         000000000000     12301.75   0.00  
207         000000000000     32580.21 0.00 15433.69 0.00
208         000000000000     2233.80 1650.80 7219.99 0.00
209         000000000000     11250.00 8036.75 0.00 0.00
210         000000000000     14583.34   0.00  
211         000000000000     27102.64 12361.92 50913.84 0.00
212         000000000000     14735.41 0.00 0.00 0.00
213         000000000000     14629.62 0.00 0.00 0.00
214         000000000000     17102.02   75883.81  
215         000000000000     14391.56 0.00 0.00 0.00
216         000000000000     4731.81 8737.73 0.00 0.00
217         000000000000     10810.54   0.00  
218         000000000000     10147.00   0.00  
219         000000000000     19909.86   0.00  
220         000000000000     52553.17 5849.99 0.00 0.00
221         000000000000     26938.88 0.00 0.00 0.00
222         000000000000     14541.68 0.00 0.00 0.00
223         000000000000     8834.16 5661.83 0.00 0.00
224         000000000000     3333.35 9220.00 0.00 0.00
225         000000000000     38263.42   0.00  
226         000000000000     2532.64 9323.06 0.00 0.00
227         000000000000     29165.00 0.00 0.00 0.00
228         000000000000     18762.08 3753.00 0.00 0.00
229         000000000000     7704.59 1842.73 0.00 0.00
230         000000000000     14583.00 0.00 12791.67 0.00
231         000000000000     94646.34 0.00 0.00 0.00
232         000000000000     8056.86   2047.73  
233         000000000000     13494.97 11966.67 0.00 0.00
234         000000000000     11291.68 7952.56 0.00 0.00
235         000000000000     10311.51 8406.66 0.00 0.00
236         000000000000     13250.00 0.00 0.00 0.00
237         000000000000     50000.00 0.00 0.00 0.00
238         000000000000     35717.80 0.00 0.00 0.00
239         000000000000     20165.02   0.00  
240         000000000000     1091.67 8083.33 0.00 0.00
241         000000000000     10416.67 4467.39 0.00 0.00
242         000000000000     2603.13 11202.57 0.00 0.00
243         000000000000     13333.34 0.00 0.00 0.00
244         000000000000     24999.99 0.00 0.00 0.00
245         000000000000     9715.34   514.97  
246         000000000000     12813.66 11032.08 0.00 0.00
247         000000000000     24932.63 0.00 0.00 0.00
248         000000000000     2774.00 0.00 29472.24 0.00
249         000000000000     9166.66 8333.34 0.00 0.00
250         000000000000     21083.34   0.00  
251         000000000000     17235.18 0.00 0.00 0.00
252         000000000000     18638.71   0.00  
253         000000000000     14979.17 28056.46 0.00 0.00
254         000000000000     20000.00 4642.76 11110.49 0.00
255         000000000000     16666.66 10254.58 5508.29 0.00
256         000000000000     7402.79 7635.09 0.00 0.00
257         000000000000     5808.04 13166.76 0.00 0.00
258         000000000000     10658.35 5000.00 0.00 0.00
259         000000000000     18550.00 0.00 0.00 0.00
260         000000000000     33574.19 0.00 0.00 0.00
261         000000000000     11274.29   0.00  
262         000000000000     7140.50   0.00  
263         000000000000     39017.90   0.00  
264         000000000000     8333.33 1700.25 9084.13 0.00
265         000000000000     14166.66 6500.00 0.00 0.00
266         000000000000     8333.33   13122.91  
267         000000000000     26350.00 0.00 0.00 0.00
268         000000000000     10999.99   0.00  
269         000000000000     15574.00 0.00 0.00 0.00
270         000000000000     9808.33   0.00  
271         000000000000     9166.66 11988.90 0.00 0.00
272         000000000000     8809.78 6888.62 0.00 0.00
273         000000000000     25000.00 0.00 0.00 0.00
274         000000000000     28987.21   0.00  
275         000000000000     59551.25   0.00  
276         000000000000     18750.03   0.00  
277         000000000000     7427.66 6650.00 0.00 2874.62
278         000000000000     0.00 58042.00 0.00 0.00
279         000000000000     15581.29 10833.34 0.00 0.00
280         000000000000     13378.66   0.00  
281         000000000000     13337.68 0.00 0.00 0.00
282         000000000000     43439.07 0.00 0.00 0.00
283         000000000000     27500.98 0.00 0.00 0.00
284         000000000000     29583.34 0.00 0.00 0.00
285         000000000000     10218.18 7463.73 0.00 0.00
286         000000000000     11623.16 13217.84 2975.75 0.00
287         000000000000     11716.66 10255.32 0.00 0.00
288         000000000000     10479.58   0.00  
289         000000000000     42019.24 0.00 0.00 0.00
290         000000000000     16125.50   0.00  
291         000000000000     19985.08 19985.08 0.00 0.00
292         000000000000     11041.66 0.00 0.00 0.00
293         000000000000     22083.33 9930.54 14208.33 0.00
294         000000000000     19503.54 5416.67 0.00 0.00
295         000000000000     14895.83 0.00 0.00 0.00
296         000000000000     14869.16   0.00  
297         000000000000     10737.51 0.00 0.00 0.00
298         000000000000     13539.46 2430.05 0.00 0.00
299         000000000000     5964.55 0.00 11962.77 0.00
300         000000000000     10416.66 2000.00 9034.67 0.00
301         000000000000     0.00 7294.42 6700.00 0.00
302         000000000000     9168.33 9417.02 0.00 0.00
303         000000000000     17545.79 0.00 0.00 0.00
304         000000000000     14583.34   0.00  
305         000000000000     10610.17 22138.89 0.00 0.00
306         000000000000     13934.37 0.00 0.00 0.00
307         000000000000     21666.66   0.00  
308         000000000000     20500.00 0.00 0.00 0.00
309         000000000000     9570.47 8765.47 0.00 0.00
310         000000000000     18333.33 0.00 0.00 0.00
311         000000000000     22916.66 0.00 0.00 0.00
312         000000000000     11597.00 0.00 0.00 0.00
313         000000000000     33203.66 0.00 0.00 0.00
314         000000000000     25720.10 0.00 0.00 0.00
315         000000000000     4166.00 0.00 22393.11 0.00
316         000000000000     185803.69 0.00 0.00 0.00
317         000000000000     22669.45 0.00 0.00 0.00
318         000000000000     11576.00 0.00 2511.25 0.00
319         000000000000     8333.32   45414.91  
320         000000000000     79662.92   0.00  
321         000000000000     19166.74 12084.76 0.00 0.00
322         000000000000     19146.00 0.00 0.00 0.00
323         000000000000     19813.73 0.00 0.00 0.00
324         000000000000     16666.66 0.00 0.00 315435.66
325         000000000000     8541.66   0.00  
326         000000000000     14166.66   0.00  
327         000000000000     14639.73   0.00  
328         000000000000     38116.50   5711.67  
329         000000000000     10700.00   0.00  
330         000000000000     10128.67 0.00 437.00 0.00
331         000000000000     49066.66 0.00 0.00 0.00
332         000000000000     27916.67   0.00  
333         000000000000     132042.00   0.00  
334         000000000000     0.00 26700.84 0.00 6949.75
335         000000000000     19552.09   4016.12  
336         000000000000     9166.22 9362.50 0.00 0.00
337         000000000000     15613.87   0.00  
338         000000000000     6152.71 13583.34 0.00 0.00
339         000000000000     16575.87 9199.97 0.00 0.00
340         000000000000     22642.00 0.00 0.00 0.00
341         000000000000     20833.32 0.00 0.00 0.00
342         000000000000     28373.87   0.00  
343         000000000000     19666.00 0.00 0.00 0.00
344         000000000000     10833.33 0.00 39594.50 0.00
345         000000000000     10121.00 6041.67 0.00 0.00
346         000000000000     14464.46 1209.90 3096.90 0.00
347         000000000000     13333.34 0.00 0.00 0.00
348         000000000000     13743.07   4482.17  
349         000000000000     8000.00 7500.00 0.00 0.00
350         000000000000     13750.00 12958.33 0.00 0.00
351         000000000000     12906.26   0.00  
352         000000000000     14583.33 0.00 4760.54 0.00
353         000000000000     16634.54   0.00  
354         000000000000     33171.19   0.00  
355         000000000000     12500.00 0.00 6658.98 0.00
356         000000000000     12185.60 10626.46 0.00 0.00
357         000000000000     12977.50   0.00  
358         000000000000     52697.12   0.00  
359         000000000000     13364.00   0.00  
360         000000000000     9789.94   1285.00  
361         000000000000     40448.84 0.00 0.00 0.00
362         000000000000     3800.00 0.00 0.00 0.00
363         000000000000     25000.00 17500.00 23237.54 0.00
364         000000000000     11250.00 0.00 8000.00 0.00
365         000000000000     6387.00 7238.58 0.00 0.00
366         000000000000     12018.93 13456.77 0.00 0.00
367         000000000000     9983.33 8583.00 0.00 0.00
368         000000000000     34196.37   0.00  
369         000000000000     18750.00 11666.68 0.00 0.00
370         000000000000     34666.67 0.00 3551.15 0.00
371         000000000000     17111.00   0.00  
372         000000000000     0.00 0.00 40455.23 0.00
373         000000000000     12708.32   3583.33  
374         000000000000     20375.00 4958.31 0.00 0.00
375         000000000000     20195.00 8536.85 0.00 5833.33
376         000000000000     13650.82 1284.00 0.00 0.00
377         000000000000     14375.00 12449.92 0.00 0.00
378         000000000000     51310.50   0.00  
379         000000000000     15833.34 7162.44 1375.00 3091.67
380         000000000000     20833.33 0.00 0.00 0.00
381         000000000000     47734.46 0.00 0.00 0.00
382         000000000000     8930.02 6866.67 0.00 0.00
383         000000000000     16666.66   0.00  
384         000000000000     419650.03   0.00  
385         000000000000     14583.34 0.00 0.00 0.00
386         000000000000     20833.33 0.00 61090.07 0.00
387         000000000000     80807.50 0.00 0.00 0.00
388         000000000000     30000.00   0.00  
389         000000000000     25707.75 0.00 23547.83 0.00
390         000000000000     10684.08 8665.54 0.00 677.91
391         000000000000     11656.67 0.00 0.00 0.00
392         000000000000     779.83 8940.83 0.00 0.00
393         000000000000     16666.66 0.00 0.00 0.00
394         000000000000     18333.32 0.00 22666.66 0.00
395         000000000000     7008.00 0.00 1988.91 0.00
396         000000000000     18829.87   0.00  
397         000000000000     12308.34   7857.65  
398         000000000000     11041.65   0.00  
399         000000000000     13970.66 10666.66 0.00 0.00
400         000000000000     13150.62 0.00 5678.04 0.00
401         000000000000     15833.33   2083.33  
402         000000000000     24858.45 0.00 0.00 0.00
403         000000000000     22427.65 0.00 0.00 0.00
404         000000000000     8750.00 9657.26 0.00 0.00
405         000000000000     14166.66 8333.33 0.00 0.00
406         000000000000     32570.00 0.00 0.00 0.00
407         000000000000     36830.50   0.00  
408         000000000000     7849.46 10779.60 0.00 0.00
409         000000000000     12300.00 8872.00 0.00 0.00
410         000000000000     2764.92 0.00 6209.14 0.00
411         000000000000     1251.79 18961.67 0.00 0.00
412         000000000000     11565.90 0.00 0.00 0.00
413         000000000000     36752.00   0.00  
414         000000000000     20289.83   0.00  
415         000000000000     14520.85 11875.00 2608.47 937.50
416         000000000000     12083.33 8114.58 0.00 0.00
417         000000000000     37498.00 0.00 0.00 0.00
418         000000000000     10991.00 2950.29 0.00 0.00
419         000000000000     16666.66   0.00  
420         000000000000     9013.75 7999.33 0.00 0.00
421         000000000000     20763.29 0.00 0.00 0.00
422         000000000000     30973.23   0.00  
423         000000000000     30333.33   0.00  
424         000000000000     3109.96 0.00 10627.37 0.00
425         000000000000     6471.84 2458.40 0.00 0.00
426         000000000000     27083.34 0.00 0.00 0.00
427         000000000000     29166.66   0.00  
428         000000000000     10321.69 0.00 0.00 0.00
429         000000000000     14583.34 0.00 31474.26 0.00
430         000000000000     15362.85 0.00 0.00 0.00
431         000000000000     11961.26   2083.33  
432         000000000000     10875.00 0.00 5687.54 0.00
433         000000000000     5000.00 10780.83 0.00 5874.27
434         000000000000     25000.00   0.00  
435         000000000000     9095.01 7675.00 0.00 6953.42
436         000000000000     12152.00 8212.00 0.00 0.00
437         000000000000     35124.17 0.00 0.00 0.00
438         000000000000     0.00 29713.74 0.00 0.00
439         000000000000     3559.63 10517.35 0.00 0.00
440         000000000000     46047.58   0.00  
441         000000000000     14583.33 0.00 0.00 0.00
442         000000000000     0.00   38233.65  
443         000000000000     10130.38 13321.32 0.00 0.00
444         000000000000     14704.58 0.00 0.00 0.00
445         000000000000     2178.78   12900.00  
446         000000000000     36000.00   0.00  
447         000000000000     29655.20 0.00 4166.67 0.00
448         000000000000     47916.67 3787.33 0.00 0.00
449         000000000000     25000.00 0.00 0.00 0.00
450         000000000000     16666.00 0.00 0.00 0.00
451         000000000000     7718.76 18711.92 0.00 9779.46
452         000000000000     11250.01 0.00 0.00 0.00
453         000000000000     40485.67 1989.78 0.00 185.21
454         000000000000     22624.33 0.00 0.00 0.00
455         000000000000     13466.68 1157.08 2094.33 0.00
456         000000000000     33333.33 9080.00 0.00 0.00
457         000000000000     6250.00 0.00 21668.02 0.00
458         000000000000     9224.00 8217.00 0.00 0.00
459         000000000000     11816.67 15441.42 0.00 0.00
460         000000000000     21452.59 1105.80 0.00 0.00
461         000000000000     22394.88   0.00  
462         000000000000     25452.00 6166.67 0.00 0.00
463         000000000000     14083.33 3250.00 0.00 0.00
464         000000000000     12171.99   0.00  
465         000000000000     34204.30 0.00 0.00 0.00
466         000000000000     16064.92   0.00  
467         000000000000     18291.76 0.00 0.00 0.00
468         000000000000     9753.38 0.00 5248.78 0.00
469         000000000000     0.00 15230.82 0.00 0.00
470         000000000000     16632.78   15570.83  
471         000000000000     12916.67   27982.08  
472         000000000000     14500.00   0.00  
473         000000000000     10833.04   0.00  
474         000000000000     10410.42   6696.26  
475         000000000000     11348.48 13675.65 0.00 0.00
476         000000000000     8903.25 5418.21 0.00 0.00
477         000000000000     0.00   9422.50  
478         000000000000     17916.67 0.00 0.00 0.00
479         000000000000     9875.00 9193.58 0.00 0.00
480         000000000000     11699.43   0.00  
481         000000000000     15164.61   12557.51  
482         000000000000     45191.25 0.00 0.00 0.00
483         000000000000     38293.95 0.00 0.00 0.00
484         000000000000     11057.00   0.00  
485         000000000000     17275.99 14121.58 0.00 0.00
486         000000000000     12033.33 11666.67 0.00 0.00
487         000000000000     21395.83 9628.51 0.00 0.00
488         000000000000     3000.00   29005.98  
489         000000000000     28927.92 0.00 0.00 0.00
490         000000000000     12146.33 7455.74 0.00 0.00
491         000000000000     22588.33 13645.05 16138.39 0.00
492         000000000000     7330.26 8082.53 0.00 0.00
493         000000000000     17165.67   0.00  
494         000000000000     18750.00   0.00  
495         000000000000     23731.83 0.00 0.00 0.00
496         000000000000     2228.50 7324.66 0.00 0.00
497         000000000000     49684.00   0.00  
498         000000000000     25926.64   0.00  
499         000000000000     38883.77 0.00 0.00 0.00
500         000000000000     22884.31 0.00 0.00 0.00
501         000000000000     15666.67 0.00 0.00 0.00
502         000000000000     17055.66   0.00  
503         000000000000     2563.00 0.00 9908.00 0.00
504         000000000000     5466.93 4013.41 0.00 0.00
505         000000000000     8696.83   9932.03  
506         000000000000     22916.67   19993.75  
507         000000000000     11106.69   0.00  
508         000000000000     17751.06   0.00  
509         000000000000     16666.68 0.00 0.00 0.00
510         000000000000     44470.50 0.00 0.00 0.00
511         000000000000     26818.88 13736.67 0.00 0.00
512         000000000000       10971.63 514.44 -1019.50
513         000000000000     31166.66 13519.25 0.00 0.00
514         000000000000     45176.70   0.00  
515         000000000000     9211.50   7115.58  
516         000000000000     18750.01   0.00  
517         000000000000     12075.02 0.00 5179.17 0.00
518         000000000000     8882.67 5788.03 0.00 0.00
519         000000000000     47608.00 0.00 0.00 0.00
520         000000000000     29165.98 0.00 0.00 0.00
521         000000000000     4662.08 19944.13 0.00 0.00
522         000000000000     9073.98 10416.67 0.00 2397.65
523         000000000000     36800.00 0.00 0.00 0.00
524         000000000000     0.00 0.00 9224.00 0.00
525         000000000000     0.00 0.00 23100.33 34187.17
526         000000000000     19000.00   0.00  
527         000000000000     54816.83 31342.63 0.00 0.00
528         000000000000     11656.00 0.00 0.00 0.00
529         000000000000     8636.00 7938.00 0.00 0.00
530         000000000000     31333.00 2371.00 12191.00 0.00
531         000000000000     31333.25 2371.17 0.00 0.00
532         000000000000     20833.33 12716.77 0.00 0.00
533         000000000000     11777.00 0.00 480.00 2041.73
534         000000000000     49500.33 0.00 0.00 0.00
535         000000000000     15000.00 7687.00 4015.00 0.00
536         000000000000     24000.00 0.00 43083.33 0.00
537         000000000000     20833.34 0.00 0.00 0.00
538         000000000000     46453.83   0.00  
539         000000000000     18039.97   13082.28  
540         000000000000     34533.00 0.00 0.00 0.00
541         000000000000     21666.67   0.00  
542         000000000000     12530.42 0.00 0.00 0.00
543         000000000000     41666.66 0.00 0.00 0.00
544         000000000000     12000.00 0.00 6006.00 1263.00
545         000000000000     47233.33   44594.29  
546         000000000000     110716.85   0.00  
547         000000000000     21064.00   2191.96  
548         000000000000     27284.64 0.00 0.00 0.00
549         000000000000     21470.83   7507.80  
550         000000000000     16666.66 0.00 0.00 0.00
551         000000000000     20833.34 0.00 0.00 0.00
552         000000000000     14682.56 0.00 0.00 0.00
553         000000000000     12500.00 0.00 13583.33 0.00
554         000000000000     20833.34   0.00  
555         000000000000     23752.26 0.00 8416.67 0.00
556         000000000000     0.00 7400.00 0.00 9501.00
557         000000000000     42716.21 0.00 0.00 0.00
558         000000000000     20833.34 0.00 0.00 0.00
559         000000000000     13361.74   6129.58  
560         000000000000     15000.00   8151.67  
561         000000000000     54977.30 0.00 0.00 0.00
562         000000000000     23076.54 0.00 0.00 0.00
563         000000000000     82695.92   0.00  
564         000000000000     23154.17   6933.67  
565         000000000000     12032.08 11854.18 0.00 0.00
566         000000000000     26529.96   0.00  
567         000000000000     33041.67   0.00  
568         000000000000     96197.96 13940.00 0.00 0.00
569         000000000000     20833.33 0.00 36908.79 0.00
570         000000000000     12800.22   0.00  
571         000000000000     0.00   37474.08  
572         000000000000     13583.33 5295.84 0.00 0.00
573         000000000000     14000.00   0.00  
574         000000000000     6562.23 16735.33 0.00 0.00
575         000000000000     16362.33 0.00 0.00 0.00
576         000000000000     12454.00   0.00  
577         000000000000     12528.00 0.00 2428.00 0.00
578         000000000000     52721.47 0.00 0.00 0.00
579         000000000000     9048.00 4556.38 0.00 0.00
580         000000000000     7498.18 27032.50 0.00 0.00
581         000000000000     10606.95   0.00  
582         000000000000     30061.23 0.00 0.00 0.00
583         000000000000     21283.66 13461.54 0.00 0.00
584         000000000000     59138.67 10486.75 0.00 0.00
585         000000000000     17083.33 0.00 0.00 0.00
586         000000000000     16333.33   0.00  
587         000000000000     10441.80   0.00  
588         000000000000     18025.58 0.00 0.00 0.00
589         000000000000     16330.67   0.00  
590         000000000000     18449.75 29916.67 0.00 0.00
591         000000000000     16251.83   9844.45  
592         000000000000     16804.40   0.00  
593         000000000000     6779.50 6661.95 0.00 0.00
594         000000000000     1795.25 0.00 12523.01 0.00
595         000000000000     6972.63 14929.42 0.00 0.00

 

  105 106 107 108 109 110 111 112 113 114 115 116
  All Borrower Wage
Income
All Borrower Total
Income
4506-T Indicator Borrower Income
Verification Level
Co-Borrower
Income Verification
Borrower
Employment
Verification
Co-Borrower
Employment
Verification
Borrower Asset
Verification
Co-Borrower Asset
Verification
Liquid / Cash
Reserves
Monthly Debt All
Borrowers
Originator DTI
1 43510.00 43510.00 1 5   3   4   67971.23 7238.76 0.166370
2 57554.51 57554.51 1 5   3   4   139254.00 17931.17 0.311551
3 21519.88 25736.55 1 5   3   4   158034.86 7813.59 0.303599
4 25833.34 25833.34 1 5   3   4   417432.23 8658.38 0.335163
5 14238.67 14238.67 1 5   3   4   245124.58 3582.19 0.251582
6 16133.92 16133.92 1 5   3   4   86833.04 4812.93 0.298311
7 10210.99 13810.99 1 5   3   4   164471.13 5967.65 0.432094
8 20238.00 20238.00 1 5   3   4   293195.30 5743.40 0.283793
9 60710.00 60710.00 1 5   3   4   590047.36 19111.63 0.314802
10 15162.61 15162.61 1 5   3   4   211615.19 6015.36 0.396723
11 15794.48 15794.48 1 5   3   4   387101.80 6791.59 0.429998
12 23214.34 23214.34 1 4   3   4   36137.38 3958.39 0.170515
13 15000.00 15000.00 1 5   3   4   142643.28 6659.08 0.443939
14 5284.12 30607.08 1 5   3   4   92516.30 5827.47 0.190396
15 22971.00 31096.00 1 5   3   4   281505.15 12004.70 0.386053
16 7999.01 19584.95 1 5   3   4   1138059.25 8237.61 0.420609
17 29247.36 29247.36 1 5   3   4   101359.08 11701.40 0.400084
18 24414.00 24414.00 1 5   3   4   95770.36 10859.62 0.444811
19 20000.00 20000.00 1 5   3   4   181783.46 7365.08 0.368254
20 12500.00 12500.00 1 5   3   4   277435.57 4350.89 0.348071
21 14000.00 14000.00 1 5   3   4   86132.74 4965.69 0.354692
22 12500.00 12500.00 1 5   3   4   266219.18 3766.96 0.301357
23 15096.00 20444.00 1 5   3   4   1549099.91 6814.54 0.333327
24 12916.65 12916.65 1 5   3   4   531555.74 4214.10 0.326253
25 25000.00 25000.00 1 5   3   4   172007.28 10828.82 0.433153
26 14661.00 14661.00 1 5   3   4   129496.45 3041.47 0.207453
27 19833.33 27683.25 1 5   3   4   323261.68 5863.98 0.211824
28 14309.75 14309.75 1 5   3   4   91613.89 5693.41 0.397869
29 18766.52 18766.52 1 5   3   4   504538.27 7097.82 0.378217
30 14171.63 14171.63 1 5   3   4   128139.50 4097.66 0.289145
31 21379.17 21379.17 1 5   3   4   181097.53 6528.56 0.305370
32 46373.34 46373.34 1 5   3   4   1076577.50 12673.00 0.273282
33 14511.05 14511.05 1 5   3   4   1039630.80 4651.44 0.320545
34 23333.33 72746.43 1 5   3   4   414024.94 31178.97 0.428598
35 22475.88 22475.88 1 5   3   4   364093.73 4239.94 0.188644
36 12291.33 12291.33 1 5   3   4   268492.16 5046.08 0.410540
37 15302.11 16552.11 1 5   3   4   454272.66 7505.55 0.453450
38 15892.49 15892.49 1 5   3   4   646956.57 6390.39 0.402101
39 6250.00 14966.83 1 5   3   4   245927.71 6470.21 0.432303
40 17500.00 17500.00 1 5   3   4   196327.47 6286.14 0.359208
41 35462.00 35462.00 1 5   3   4   193210.05 8780.92 0.247615
42 10915.84 10915.84 1 5   3   4   105068.80 4026.85 0.368900
43 33333.34 192681.44 1 5   3   4   896215.94 14039.73 0.072865
44 22500.00 22500.00 1 5   3   4   134985.01 8731.44 0.388064
45 15154.00 31541.00 1 5   3   4   287492.48 13415.52 0.425336
46 13033.79 20545.87 1 5   3   4   171546.23 6339.33 0.308545
47 21666.66 21666.66 1 5   3   4   240605.28 4460.26 0.205858
48 36448.79 36448.79 1 5   3   4   121916.71 7266.58 0.199364
49 21297.75 21297.75 1 5   3   4   65911.83 7705.06 0.361778
50 33806.67 33806.67 1 5   3   4   189527.18 5149.26 0.152315
51 16666.67 16666.67 1 5   3   4   2986935.70 7456.87 0.447412
52 22383.34 22383.34 1 5   3   4   96390.33 5119.05 0.228699
53 39236.50 39236.50 1 5   3   4   403876.63 10547.28 0.268813
54 23402.00 23402.00 1 5   3   4   611190.06 7037.38 0.300717
55 21166.68 24767.95 1 5   3   4   196009.22 9643.08 0.389337
56 21337.71 21337.71 1 5   3   4   219672.81 5854.30 0.274364
57 20899.74 20899.74 1 5   3   4   33313.07 5262.16 0.251781
58 9171.06 9171.06 1 5   3   4   93965.40 3361.73 0.366559
59 8038.75 12101.88 1 5   3   4   365374.94 3274.61 0.270587
60 48788.75 48788.75 1 5   3   4   211787.51 10621.60 0.217706
61 58786.25 58786.25 1 5   3   4   414457.79 6356.15 0.108123
62 80261.63 80261.63 1 5   3   4   598354.90 10804.02 0.134610
63 17620.83 17620.83 1 5   3   4   75551.56 4117.86 0.233693
64 20124.00 20124.00 1 5   3   4   177008.12 6644.68 0.330187
65 10750.00 10750.00 1 5   3   4   38842.96 4356.90 0.405293
66 30091.44 30091.44 1 5   3   4   318020.83 10655.11 0.354091
67 30416.66 30416.66 1 5   3   4   4955859.05 5310.99 0.174608
68 15166.67 15166.67 1 5   3   4   256181.20 4732.73 0.312048
69 17492.50 17492.50 1 5   3   4   89446.87 5527.53 0.315994
70 18750.00 18750.00 1 5   3   4   182595.86 4874.08 0.259951
71 25966.66 25966.66 1 5   3   4   194561.09 8304.09 0.319798
72 31468.70 31468.70 1 5   3   4   755416.06 4309.51 0.136946
73 25877.46 25877.46 1 5   3   4   76403.67 7560.46 0.292164
74 18333.34 18333.34 1 5   3   4   561036.62 5085.41 0.277386
75 19166.66 19166.66 1 5   3   4   46031.82 5405.02 0.282001
76 12500.00 12500.00 1 5   3   4   103194.98 3320.68 0.265654
77 16666.67 33532.53 1 5   3   4   302198.98 11733.94 0.349927
78 40166.66 40166.66 1 5   3   4   425815.41 6850.10 0.170542
79 48075.84 48075.84 1 5   3   4   383750.62 6061.93 0.126091
80 3128.50 18251.06 1 5   3   4   3288580.95 4959.51 0.271738
81 17498.00 17498.00 1 5   3   4   120673.54 6777.33 0.387320
82 10500.00 12491.92 1 5   3   4   84471.95 5585.06 0.447094
83 30686.03 30686.03 1 5   3   4   73141.60 8550.94 0.278659
84 16958.83 16958.83 1 5   3   4   120460.70 7502.87 0.442417
85 41635.40 41635.40 1 5   3   4   184312.49 17866.37 0.429115
86 14890.00 14890.00 1 5   3   4   67386.20 5862.60 0.393727
87 20239.38 20239.38 1 5   3   4   58305.94 4493.20 0.222003
88 9277.35 13227.89 1 5   3   4   266394.66 4587.05 0.346771
89 14896.08 14896.08 1 5   3   4   85251.33 4828.04 0.324115
90 34734.85 34734.85 1 5   3   4   331988.74 6192.11 0.178268
91 14567.77 14567.77 1 5   3   4   482120.38 5057.42 0.347165
92 22000.12 22000.12 1 5   3   4   51853.53 9463.75 0.430168
93 20705.66 39705.24 1 5   3   4   1096606.33 13946.51 0.351251
94 40246.30 40246.30 1 5   3   4   277582.53 9646.35 0.239683
95 15600.00 17016.67 1 5   3   4   29679.06 5952.98 0.349832
96 18333.33 18333.33 1 5   3   4   56292.03 6749.98 0.368181
97 8903.57 13496.52 1 5   3   4   69136.84 3158.37 0.234014
98 49166.66 49166.66 1 5   3   4   1237854.62 8034.67 0.163417
99 11250.00 11250.00 1 5   3   4   31326.22 3707.30 0.329538
100 32161.00 32161.00 1 5   3   4   661336.72 5623.06 0.174841
101 24432.31 24432.31 1 5   3   4   1353369.58 6745.91 0.276106
102 15746.49 15746.49 1 5   3   4   146799.04 5076.50 0.322389
103 23131.00 23131.00 1 5   3   4   459906.84 6030.88 0.260727
104 26247.46 26247.46 1 5   3   4   44900.33 5721.34 0.217977
105 20800.00 20800.00 1 5   3   4   54068.52 5930.87 0.285138
106 11250.00 17965.00 1 5   3   4   214914.73 6366.47 0.354382
107 15416.67 15416.67 1 5   3   4   50330.69 4587.92 0.297595
108 17916.67 53754.57 1 5   3   4   143599.92 11934.11 0.222011
109 11831.73 11831.73 1 5   3   4   268812.13 3056.12 0.258299
110 11916.67 11916.67 1 5   3   4   279062.37 4776.54 0.400828
111 15833.34 15833.34 1 5   3   4   82913.69 5645.27 0.356543
112 27373.62 27373.62 1 5   3   4   230472.53 8809.54 0.321826
113 13816.50 15798.15 1 5   3   4   77902.36 6970.59 0.441228
114 29275.75 29275.75 1 5   3   4   198885.46 7412.39 0.253192
115 33416.67 50095.15 1 5   3   4   340048.67 14116.21 0.281788
116 21552.26 21552.26 1 5   3   4   1226146.70 7757.80 0.359953
117 29767.67 29767.67 1 5   3   4   51351.09 7904.15 0.265528
118 25156.67 25156.67 1 5   3   4   174424.67 4960.29 0.197176
119 20000.00 20000.00 1 5   3   4   276051.67 5794.16 0.289708
120 17916.00 17916.00 1 5   3   4   100836.44 5412.08 0.302081
121 29552.85 29552.85 1 5   3   4   836178.36 5454.30 0.184561
122 49296.93 49296.93 1 5   3   4   121538.09 7447.93 0.151083
123 14397.77 19612.45 1 5   3   4   174888.69 6794.89 0.346458
124 10416.66 20943.28 1 5   3   4   160301.30 5707.88 0.272540
125 32875.44 38476.61 1 5   3   4   292202.90 4945.36 0.128529
126 30099.04 30099.04 1 5   3   4   85187.42 8518.87 0.283028
127 16377.21 16377.21 1 5   3   4   93118.00 5322.28 0.324981
128 12789.30 12789.30 1 5   3   4   215992.88 2878.62 0.225080
129 25439.16 25439.16 1 5   3   4   156904.34 5299.18 0.208308
130 9784.04 9784.04 1 5   3   4   222782.63 4349.80 0.444581
131 49562.79 49562.79 1 5   3   4   1191459.67 10078.05 0.203339
132 13903.13 13903.13 1 5   3   4   47308.02 5215.88 0.375159
133 19066.67 19066.67 1 5   3   4   49198.08 5333.63 0.279736
134 15803.99 15803.99 1 5   3   4   327627.87 3957.11 0.250387
135 18431.66 18431.66 1 5   3   4   37916.89 4726.36 0.256426
136 10901.24 14245.82 1 5   3   4   289477.97 6374.38 0.447456
137 19522.82 22535.32 1 5   3   4   158772.02 8623.50 0.382666
138 11900.00 12745.14 1 5   3   4   294147.25 5001.47 0.392422
139 37575.67 37575.67 1 5   3   4   438227.86 6070.57 0.161556
140 32349.51 32349.51 1 5   3   4   545158.53 9702.81 0.299937
141 28750.01 28750.01 1 5   3   4   1083557.61 8960.11 0.311656
142 21941.92 21941.92 1 5   3   4   125119.34 8258.04 0.376359
143 17801.88 17801.88 1 5   3   4   72886.64 4924.64 0.276636
144 44660.08 44660.08 1 5   3   4   236608.66 6710.80 0.150264
145 47725.33 47725.33 1 5   3   4   949071.32 9015.55 0.188905
146 23228.18 23228.18 1 5   3   4   33796.70 4615.69 0.198711
147 13333.34 13333.34 1 5   3   4   102764.43 3782.96 0.283722
148 15426.01 15426.01 1 5   3   4   110008.74 5378.32 0.348653
149 7416.67 18805.98 1 5   3   4   364873.34 7375.25 0.392176
150 47419.50 47419.50 1 5   3   4   151604.14 6442.32 0.135858
151 20833.00 29166.00 1 5   3   4   391129.00 4013.65 0.137614
152 31377.79 35690.12 1 5   3   4   165833.04 15059.62 0.421955
153 14583.34 14583.34 1 5   3   4   99775.46 6407.18 0.439349
154 10887.97 10887.97 1 5   3   4   217299.79 3388.80 0.311243
155 63537.94 63537.94 1 5   3   4   1221584.70 16917.55 0.266259
156 11240.58 11240.58 1 5   3   4   71094.22 4484.49 0.398955
157 14806.20 18965.41 1 5   3   4   100034.33 5738.84 0.302595
158 17804.67 17804.67 1 5   3   4   135798.24 6657.99 0.373946
159 14833.87 14833.87 1 5   3   4   42109.22 4850.02 0.326956
160 10000.00 21838.19 1 5   3   4   169717.65 5666.01 0.259454
161 14166.48 14166.48 1 5   3   4   383663.10 5173.81 0.365215
162 14744.08 19211.71 1 5   3   4   554026.80 7020.71 0.365439
163 22709.60 24126.26 1 5   3   4   441339.98 10722.46 0.444431
164 29166.67 29166.67 1 5   3   4   1305814.28 9898.88 0.339390
165 20843.58 20843.58 1 5   3   4   274560.62 8288.10 0.397633
166 11043.00 29111.00 1 5   3   4   351003.44 7628.30 0.262042
167 21666.66 21666.66 1 5   3   4   355129.99 6399.53 0.295363
168 15426.28 15426.28 1 5   3   4   27140.06 4049.23 0.262489
169 24726.00 24726.00 1 5   3   4   138742.16 8612.07 0.348300
170 26418.58 26418.58 1 5   3   4   582364.96 11905.56 0.450651
171 23694.71 23694.71 1 5   3   4   457983.61 10460.03 0.441450
172 31776.33 31776.33 1 5   3   4   116935.23 6791.56 0.213730
173 36214.46 36214.46 1 5   3   4   348256.00 8661.38 0.239169
174 15757.21 15757.21 1 5   3   4   58058.32 4590.20 0.291308
175 26559.67 26559.67 1 5   3   4   273619.31 7306.49 0.275097
176 32912.42 32912.42 1 5   3   4   450528.50 5774.48 0.175450
177 15834.00 15834.00 1 5   3   4   97456.89 6434.34 0.406362
178 14615.98 14615.98 1 5   3   4   56047.67 3729.87 0.255191
179 20000.00 32639.17 1 5   3   4   190928.11 10235.19 0.313586
180 10559.97 10559.97 1 5   3   4   22491.83 3175.98 0.300757
181 28166.67 28166.67 1 5   3   4   46047.92 8929.31 0.317017
182 41886.69 41886.69 1 5   3   4   318312.83 9719.89 0.232052
183 12958.33 12958.33 1 5   3   4   271093.77 4604.85 0.355358
184 20000.00 20000.00 1 5   3   4   132977.72 7272.38 0.363619
185 19068.76 19068.76 1 5   3   4   307347.63 7598.14 0.398460
186 16250.00 16250.00 1 5   3   4   387198.69 4582.86 0.282022
187 22256.04 22256.04 1 5   3   4   621784.15 6148.72 0.276272
188 24601.89 24601.89 1 5   3   4   254328.05 5811.41 0.236218
189 17083.34 17083.34 1 5   3   4   264725.92 4547.82 0.266214
190 12500.00 28177.16 1 5   3   4   156672.00 5276.99 0.187279
191 20011.00 20011.00 1 5   3   4   499217.97 7310.92 0.365345
192 13830.62 18379.83 1 5   3   4   216389.91 8741.21 0.475587
193 15476.46 15476.46 1 5   3   4   335475.65 4860.46 0.314055
194 15000.00 15000.00 1 5   3   4   328560.89 4818.96 0.321264
195 33333.00 43208.00 1 5   3   4   359706.62 15633.60 0.361822
196 12171.38 12171.38 1 5   3   4   114036.31 3101.07 0.254784
197 14333.33 14333.33 1 5   3   4   340775.72 4789.81 0.334173
198 6500.00 41950.38 1 5   3   4   138496.88 8715.36 0.207754
199 15301.55 15301.55 1 5   3   4   61045.52 5345.99 0.349376
200 60440.25 60440.25 1 5   3   4   4611540.35 7394.44 0.122343
201 5416.67 38576.64 1 5   3   4   104668.16 7023.92 0.182077
202 11666.67 11666.67 1 5   3   4   31579.75 3338.66 0.286171
203 27767.13 27767.13 1 5   3   4   280764.63 7589.26 0.273318
204 17027.14 17027.14 1 5   3   4   180922.86 6828.63 0.401044
205 16666.66 22166.66 1 5   3   4   1090750.28 6409.27 0.289140
206 12301.75 12301.75 1 5   3   4   52968.60 4627.75 0.376186
207 32580.21 48013.90 1 5   3   4   429715.50 10741.09 0.223708
208 3884.60 11104.59 1 5   3   4   1024805.60 5119.07 0.460987
209 19286.75 19286.75 1 5   3   4   80149.30 6539.89 0.339087
210 14583.34 14583.34 1 5   3   4   271418.13 4973.25 0.341023
211 39464.56 90378.40 1 5   3   4   643202.06 20176.16 0.223241
212 14735.41 14735.41 1 5   3   4   52643.63 3807.50 0.258391
213 14629.62 14629.62 1 5   3   4   93556.51 6567.25 0.448901
214 17102.02 92985.83 1 5   3   4   54007.68 40006.60 0.430244
215 14391.56 14391.56 1 5   3   4   85809.68 5449.77 0.378678
216 13469.54 13469.54 1 5   3   4   74112.43 5025.53 0.373103
217 10810.54 10810.54 1 5   3   4   45582.51 4419.67 0.408830
218 10147.00 10147.00 1 5   3   4   31645.72 4440.56 0.437623
219 19909.86 19909.86 1 5   3   4   41422.24 4908.08 0.246515
220 58403.16 58403.16 1 5   3   4   1038661.22 7517.25 0.128713
221 26938.88 26938.88 1 5   3   4   341439.30 4798.19 0.178114
222 14541.68 14541.68 1 5   3   4   46744.65 4281.03 0.294397
223 14495.99 14495.99 1 5   3   4   37851.89 5312.39 0.366473
224 12553.35 12553.35 1 5   3   4   64442.25 3291.39 0.262192
225 38263.42 38263.42 1 5   3   4   115005.30 10812.25 0.282574
226 11855.70 11855.70 1 5   3   4   1031275.72 5943.27 0.501301
227 29165.00 29165.00 1 5   3   4   464998.60 7450.17 0.255449
228 22515.08 22515.08 1 5   3   4   493831.60 6366.39 0.282761
229 9547.32 9547.32 1 5   3   4   67994.29 3295.81 0.345208
230 14583.00 27374.67 1 5   3   4   328776.64 9790.52 0.357649
231 94646.34 94646.34 1 5   3   4   321343.38 8850.19 0.093508
232 8056.86 10104.59 1 5   3   4   142266.60 4346.02 0.430104
233 25461.64 25461.64 1 5   3   4   92563.64 5625.44 0.220938
234 19244.24 19244.24 1 4   3   4   235323.37 5006.58 0.260160
235 18718.17 18718.17 1 5   3   4   68529.83 4960.95 0.265034
236 13250.00 13250.00 1 5   3   4   235728.47 4364.48 0.329395
237 50000.00 50000.00 1 5   3   4   1185575.90 17863.30 0.357266
238 35717.80 35717.80 1 5   3   4   61757.23 6550.39 0.183393
239 20165.02 20165.02 1 5   3   4   108291.26 7804.97 0.387055
240 9175.00 9175.00 1 5   3   4   51013.21 3669.67 0.399964
241 14884.06 14884.06 1 5   3   4   40980.18 5039.24 0.338566
242 13805.70 13805.70 1 5   3   4   76055.80 5595.89 0.405332
243 13333.34 13333.34 1 5   3   4   75636.98 4147.18 0.311038
244 24999.99 24999.99 1 5   3   4   814635.04 8587.67 0.343507
245 9715.34 10230.31 1 5   3   4   114386.61 4457.01 0.435667
246 23845.74 23845.74 1 5   3   4   112065.66 5663.77 0.237517
247 24932.63 24932.63 1 5   3   4   632413.91 6413.87 0.257248
248 2774.00 32246.24 1 5   3   4   1323703.46 7173.82 0.222470
249 17500.00 17500.00 1 5   3   4   31448.46 5437.23 0.310699
250 21083.34 21083.34 1 5   3   4   67296.88 4767.24 0.226114
251 17235.18 17235.18 1 5   3   4   158227.13 5674.34 0.329230
252 18638.71 18638.71 1 5   3   4   251298.13 6395.37 0.343123
253 43035.63 43035.63 1 5   3   4   321296.75 7990.73 0.185677
254 24642.76 35753.25 1 5   3   4   256888.67 9548.23 0.267059
255 26921.24 32429.53 1 5   3   4   371257.24 9660.40 0.297889
256 15037.88 15037.88 1 5   3   4   79095.09 6141.26 0.408386
257 18974.80 18974.80 1 5   3   4   313700.36 6889.73 0.363099
258 15658.35 15658.35 1 5   3   4   37460.08 6464.10 0.412821
259 18550.00 18550.00 1 5   3   4   304200.36 5528.64 0.298040
260 33574.19 33574.19 1 5   3   4   1113116.48 6345.32 0.188994
261 11274.29 11274.29 1 5   3   4   490599.38 4678.68 0.414987
262 7140.50 7140.50 1 4   3   4   155301.80 2707.85 0.379224
263 39017.90 39017.90 1 5   3   4   199192.83 6670.19 0.170952
264 10033.58 19117.71 1 5   3   4   68048.64 4231.34 0.221331
265 20666.66 20666.66 1 5   3   4   298087.86 4709.13 0.227861
266 8333.33 21456.24 1 5   3   4   124865.03 6932.15 0.323083
267 26350.00 26350.00 1 5   3   4   185683.26 5549.71 0.210615
268 10999.99 10999.99 1 5   3   4   59512.31 4603.97 0.418543
269 15574.00 15574.00 1 5   3   4   127585.73 4878.87 0.313270
270 9808.33 9808.33 1 5   3   4   42466.16 4231.91 0.431461
271 21155.56 21155.56 1 5   3   4   387849.27 5619.64 0.265634
272 15698.40 15698.40 1 5   3   4   503322.18 4228.32 0.269347
273 25000.00 25000.00 1 5   3   4   425161.68 7768.82 0.310753
274 28987.21 28987.21 1 5   3   4   215458.88 6163.14 0.212616
275 59551.25 59551.25 1 5   3   4   787244.33 7098.81 0.119205
276 18750.03 18750.03 1 5   3   4   60459.88 7471.29 0.398468
277 14077.66 16952.28 1 5   3   4   31289.26 4552.74 0.268562
278 58042.00 58042.00 1 5   3   4   102284.45 3764.60 0.064860
279 26414.63 26414.63 1 5   3   4   194256.21 7925.95 0.300059
280 13378.66 13378.66 1 5   3   4   102059.45 4996.31 0.373454
281 13337.68 13337.68 1 5   3   4   72631.60 4718.19 0.353749
282 43439.07 43439.07 1 5   3   4   127009.50 11199.33 0.257817
283 27500.98 27500.98 1 5   3   4   77442.19 8767.45 0.318805
284 29583.34 29583.34 1 5   3   4   54016.36 8121.48 0.274529
285 17681.91 17681.91 1 5   3   4   168562.83 6929.58 0.391902
286 24841.00 27816.75 1 5   3   4   73600.22 3743.19 0.134566
287 21971.98 21971.98 1 5   3   4   185700.73 5168.40 0.235227
288 10479.58 10479.58 1 5   3   4   202602.06 3771.64 0.359904
289 42019.24 42019.24 1 5   3   4   254323.31 6419.70 0.152780
290 16125.50 16125.50 1 5   3   4   1718699.70 5768.37 0.357717
291 39970.16 39970.16 1 5   3   4   499302.53 12988.82 0.324963
292 11041.66 11041.66 1 5   3   4   43452.63 4369.59 0.395737
293 32013.87 46222.20 1 5   3   4   3102702.24 18838.18 0.407557
294 24920.21 24920.21 1 5   3   4   56139.86 6085.42 0.244196
295 14895.83 14895.83 1 5   3   4   21800.34 3698.19 0.248270
296 14869.16 14869.16 1 5   3   4   129749.59 5429.99 0.365185
297 10737.51 10737.51 1 5   3   4   169502.40 3894.05 0.362659
298 15969.51 15969.51 1 5   3   4   28911.85 5840.16 0.365707
299 5964.55 17927.32 1 5   3   4   94319.45 4636.35 0.258619
300 12416.66 21451.33 1 5   3   4   129571.57 6110.60 0.284859
301 7294.42 13994.42 1 5   3   4   86345.23 5174.86 0.369780
302 18585.35 18585.35 1 5   3   4   44455.80 4453.16 0.239606
303 17545.79 17545.79 1 5   3   4   2235592.38 7271.89 0.414452
304 14583.34 14583.34 1 5   3   4   218427.25 5575.93 0.382349
305 32749.06 32749.06 1 5   3   4   279026.71 6385.84 0.194993
306 13934.37 13934.37 1 4   3   4   360971.39 5021.15 0.360343
307 21666.66 21666.66 1 5   3   4   2833.60 6661.61 0.307459
308 20500.00 20500.00 1 5   3   4   730395.03 6193.44 0.302119
309 18335.94 18335.94 1 5   3   4   108047.35 6253.00 0.341024
310 18333.33 18333.33 1 5   3   4   39861.75 5672.20 0.309393
311 22916.66 22916.66 1 5   3   4   539637.12 7328.52 0.319790
312 11597.00 11597.00 1 5   3   4   95262.99 3645.84 0.314378
313 33203.66 33203.66 1 5   3   4   338897.33 5778.47 0.174031
314 25720.10 25720.10 1 5   3   4   239147.19 6922.05 0.269130
315 4166.00 26559.11 1 5   3   4   265723.73 4085.11 0.153812
316 185803.69 185803.69 1 5   3   4   1165795.04 28286.94 0.152241
317 22669.45 22669.45 1 5   3   4   1138894.72 5690.94 0.251040
318 11576.00 14087.25 1 5   3   4   296727.14 6325.01 0.448988
319 8333.32 53748.23 1 5   3   4   356922.09 12765.96 0.237514
320 79662.92 79662.92 1 5   3   4   176133.16 10236.13 0.128493
321 31251.50 31251.50 1 5   3   4   215669.61 7722.90 0.247121
322 19146.00 19146.00 1 5   3   4   216703.23 6977.34 0.364428
323 19813.73 19813.73 1 5   3   4   107897.05 7511.54 0.379108
324 16666.66 332102.32 1 5   3   4   148664.76 11408.71 0.034353
325 8541.66 8541.66 1 5   3   4   67167.52 3699.76 0.433143
326 14166.66 14166.66 1 5   3   4   161652.53 3414.34 0.241012
327 14639.73 14639.73 1 5   3   4   192081.66 4288.21 0.292916
328 38116.50 43828.17 1 5   3   4   69287.55 18427.69 0.420453
329 10700.00 10700.00 1 5   3   4   146649.47 3817.11 0.356739
330 10128.67 10565.67 1 5   3   4   462949.34 4963.06 0.469735
331 49066.66 49066.66 1 5   3   4   173056.95 14883.83 0.303339
332 27916.67 27916.67 1 5   3   4   242929.04 5504.36 0.197171
333 132042.00 132042.00 1 5   3   4   670357.34 18040.24 0.136625
334 26700.84 33650.59 1 5   3   4   225484.71 11722.72 0.348366
335 19552.09 23568.21 1 5   3   4   533988.29 6287.41 0.266775
336 18528.72 18528.72 1 5   3   4   74380.06 4841.52 0.261298
337 15613.87 15613.87 1 5   3   4   170634.32 5139.40 0.329156
338 19736.05 19736.05 1 5   3   4   649205.47 5602.00 0.283846
339 25775.84 25775.84 1 5   3   4   87688.20 11386.30 0.441743
340 22642.00 22642.00 1 5   3   4   225928.62 8132.06 0.359158
341 20833.32 20833.32 1 5   3   4   55562.44 8314.56 0.399099
342 28373.87 28373.87 1 5   3   4   132136.56 5885.05 0.207411
343 19666.00 19666.00 1 5   3   4   39140.31 4629.10 0.235386
344 10833.33 50427.83 1 5   3   4   44575.22 6725.71 0.133373
345 16162.67 16162.67 1 5   3   4   196523.79 4111.36 0.254374
346 15674.36 18771.26 1 4   3   4   187218.27 3615.68 0.192618
347 13333.34 13333.34 1 5   3   4   165946.37 5950.48 0.446286
348 13743.07 18225.24 1 5   3   4   849833.94 6957.07 0.381727
349 15500.00 15500.00 1 5   3   4   65561.02 5666.60 0.365587
350 26708.33 26708.33 1 5   3   4   77121.06 5234.89 0.196002
351 12906.26 12906.26 1 5   3   4   177182.60 3965.46 0.307251
352 14583.33 19343.87 1 5   3   4   404956.33 7380.07 0.381520
353 16634.54 16634.54 1 5   3   4   268378.36 7203.57 0.433049
354 33171.19 33171.19 1 5   3   4   341285.37 8858.53 0.267055
355 12500.00 19158.98 1 5   3   4   223373.45 7626.19 0.398048
356 22812.06 22812.06 1 5   3   4   279173.30 4218.79 0.184937
357 12977.50 12977.50 1 5   3   4   60439.74 4095.85 0.315612
358 52697.12 52697.12 1 5   3   4   762740.26 10143.98 0.192496
359 13364.00 13364.00 1 5   3   4   65220.93 4534.08 0.339276
360 9789.94 11074.94 1 5   3   4   55054.81 4509.41 0.407172
361 40448.84 40448.84 1 5   3   4   55648.30 6403.50 0.158311
362 3800.00 3800.00 1 5   3   4   1114165.53 1537.98 0.404731
363 42500.00 65737.54 1 5   3   4   754685.48 8174.27 0.124347
364 11250.00 19250.00 1 5   3   4   171627.50 6288.38 0.326669
365 17946.58 17946.58 1 5   3   4   71372.07 5826.61 0.324664
366 25475.70 25475.70 1 5   3   4   129339.94 7410.27 0.290876
367 18566.33 18566.33 1 5   3   4   101834.76 5282.31 0.284510
368 34196.37 34196.37 1 4   3   4   337871.24 11421.11 0.333986
369 30416.68 30416.68 1 5   3   4   310591.02 8560.32 0.281435
370 34666.67 38217.82 1 5   3   4   47788.27 9356.95 0.244832
371 17111.00 17111.00 1 5   3   4   138667.88 4601.71 0.268933
372 0.00 40455.23 1 5   3   4   3257123.42 9820.10 0.242740
373 12708.32 16291.65 1 5   3   4   44388.37 5773.60 0.354390
374 25333.31 25333.31 1 5   3   4   148725.31 4274.57 0.168733
375 28731.85 34565.18 1 5   3   4   169037.84 7417.65 0.214599
376 14934.82 14934.82 1 5   3   4   1711370.79 5818.86 0.389617
377 26824.92 26824.92 1 5   3   4   1074558.23 5264.85 0.196267
378 51310.50 51310.50 1 5   3   4   242622.42 9628.72 0.187656
379 22995.78 27462.45 1 5   3   4   465650.20 9111.85 0.331793
380 20833.33 20833.33 1 5   3   4   151923.83 7640.04 0.366722
381 47734.46 47734.46 1 5   3   4   508339.75 11830.99 0.247850
382 15796.69 15796.69 1 5   3   4   60082.94 4601.81 0.291315
383 16666.66 16666.66 1 4   3   4   254488.03 4618.10 0.277086
384 419650.03 419650.03 1 5   3   4   1116683.96 13412.01 0.031960
385 14583.34 14583.34 1 5   3   4   91423.64 5727.46 0.392740
386 20833.33 81923.40 1 5   3   4   246279.63 7974.51 0.097341
387 80807.50 80807.50 1 5   3   4   133606.71 6872.44 0.085047
388 30000.00 30000.00 1 5   3   4   342333.40 11002.86 0.366762
389 25707.75 49255.58 1 5   3   4   189210.83 14859.47 0.301681
390 19349.62 20027.53 1 5   3   4   391850.33 6536.89 0.326395
391 11656.67 11656.67 1 5   3   4   39610.32 3193.82 0.273991
392 9720.66 9720.66 1 5   3   4   65820.27 3425.11 0.352354
393 16666.66 16666.66 1 5   3   4   249110.66 6898.53 0.413912
394 18333.32 40999.98 1 5   3   4   57889.90 8038.50 0.196061
395 7008.00 8996.91 1 5   3   4   259976.26 3364.58 0.373971
396 18829.87 18829.87 1 5   3   4   2524155.72 6150.49 0.326635
397 12308.34 20165.99 1 5   3   4   78540.48 5251.97 0.260437
398 11041.65 11041.65 1 5   3   4   79188.95 4462.83 0.404181
399 24637.32 24637.32 1 5   3   4   149742.38 5593.90 0.227050
400 13150.62 18828.66 1 5   3   4   347438.90 4345.41 0.230787
401 15833.33 17916.66 1 5   3   4   128201.95 8285.81 0.462464
402 24858.45 24858.45 1 5   3   4   48277.67 8958.04 0.360362
403 22427.65 22427.65 1 5   3   4   1024218.57 8971.69 0.400028
404 18407.26 18407.26 1 5   3   4   124824.13 4469.80 0.242828
405 22499.99 22499.99 1 5   3   4   131726.43 7315.22 0.325121
406 32570.00 32570.00 1 5   3   4   420956.78 8322.09 0.255514
407 36830.50 36830.50 1 4   3   4   78670.84 11104.65 0.301507
408 18629.06 18629.06 1 5   3   4   55218.92 6835.39 0.366921
409 21172.00 21172.00 1 5   3   4   226025.25 5301.05 0.250380
410 2764.92 8974.06 1 5   3   4   1293089.27 4088.33 0.455572
411 20213.46 20213.46 1 5   3   4   65743.39 5631.31 0.278592
412 11565.90 11565.90 1 5   3   4   27315.25 4598.86 0.397622
413 36752.00 36752.00 1 5   3   4   200838.08 7322.51 0.199241
414 20289.83 20289.83 1 5   3   4   1424500.24 7545.36 0.371879
415 26395.85 29941.82 1 5   3   4   70388.03 8064.83 0.269350
416 20197.91 20197.91 1 5   3   4   50665.10 4431.22 0.219390
417 37498.00 37498.00 1 5   3   4   363033.74 15878.98 0.423462
418 13941.29 13941.29 1 5   3   4   350835.71 6596.63 0.473172
419 16666.66 16666.66 1 5   3   4   61441.09 6043.25 0.362595
420 17013.08 17013.08 1 5   3   4   229681.69 4834.74 0.284178
421 20763.29 20763.29 1 5   3   4   271761.83 6797.09 0.327361
422 30973.23 30973.23 1 5   3   4   1936961.28 13691.87 0.442055
423 30333.33 30333.33 1 5   3   4   836449.51 8969.32 0.295692
424 3109.96 13737.33 1 5   3   4   62357.09 4362.77 0.317585
425 8930.24 8930.24 1 5   3   4   266470.53 3539.06 0.396301
426 27083.34 27083.34 1 5   3   4   565637.72 6111.11 0.225641
427 29166.66 29166.66 1 5   3   4   85755.16 7773.00 0.266503
428 10321.69 10321.69 1 5   3   4   250006.86 3868.59 0.374802
429 14583.34 46057.60 1 5   3   4   113469.01 6732.79 0.146182
430 15362.85 15362.85 1 5   3   4   103070.41 3363.76 0.218954
431 11961.26 14044.59 1 5   3   4   226293.85 5218.48 0.371565
432 10875.00 16562.54 1 5   3   4   70958.02 5287.81 0.319263
433 15780.83 21655.10 1 5   3   4   85567.14 6561.08 0.302981
434 25000.00 25000.00 1 5   3   4   8374979.41 10819.05 0.432762
435 16770.01 23723.43 1 5   3   4   70706.85 4919.74 0.207379
436 20364.00 20364.00 1 5   3   4   502089.92 6329.80 0.310833
437 35124.17 35124.17 1 5   3   4   49061.76 6246.13 0.177830
438 29713.74 29713.74 1 5   3   4   229842.00 10424.92 0.350845
439 14076.98 14076.98 1 5   3   4   28254.97 3404.21 0.241828
440 46047.58 46047.58 1 4   3   4   158334.61 11300.95 0.245419
441 14583.33 14583.33 1 5   3   4   290512.00 6114.27 0.419264
442 0.00 38233.65 1 5   3   4   1556172.07 8650.63 0.226257
443 23451.70 23451.70 1 5   3   4   74109.87 4973.00 0.212053
444 14704.58 14704.58 1 5   3   4   92289.63 5890.23 0.400571
445 2178.78 15078.78 1 5   3   4   2404980.76 5546.37 0.367826
446 36000.00 36000.00 1 5   3   4   47835.03 14470.34 0.401954
447 29655.20 33821.87 1 5   3   4   109056.63 12004.40 0.354930
448 51704.00 51704.00 1 5   3   4   1190712.36 12909.87 0.249688
449 25000.00 25000.00 1 5   3   4   82350.48 5700.33 0.228013
450 16666.00 16666.00 1 5   3   4   179452.20 6077.37 0.364657
451 26430.68 36210.14 1 5   3   4   677129.09 6645.00 0.183512
452 11250.01 11250.01 1 5   3   4   105226.07 4373.01 0.388712
453 42475.45 42660.66 1 5   3   4   668733.63 10631.68 0.249215
454 22624.33 22624.33 1 5   3   4   225239.06 8208.47 0.362816
455 14623.76 16718.09 1 5   3   4   1801466.02 6948.64 0.415636
456 42413.33 42413.33 1 5   3   4   269866.31 8843.39 0.208505
457 6250.00 27918.02 1 5   3   4   531246.64 4663.68 0.167049
458 17441.00 17441.00 1 5   3   4   588063.34 6573.86 0.376920
459 27258.09 27258.09 1 5   3   4   226942.77 7150.91 0.262341
460 22558.39 22558.39 1 5   3   4   3607671.61 4847.44 0.214884
461 22394.88 22394.88 1 5   3   4   425431.55 4308.22 0.192375
462 31618.67 31618.67 1 5   3   4   250425.45 10550.93 0.333693
463 17333.33 17333.33 1 5   3   4   121097.63 7778.30 0.448748
464 12171.99 12171.99 1 5   3   4   152888.02 4698.60 0.386017
465 34204.30 34204.30 1 5   3   4   829037.96 6577.73 0.192307
466 16064.92 16064.92 1 5   3   4   408023.86 5188.79 0.322989
467 18291.76 18291.76 1 5   3   4   40906.23 6718.91 0.367319
468 9753.38 15002.16 1 5   3   4   143890.81 5757.38 0.383770
469 15230.82 15230.82 1 5   3   4   50076.67 5549.04 0.364330
470 16632.78 32203.61 1 5   3   4   75926.93 14152.49 0.439469
471 12916.67 40898.75 1 5   3   4   119711.41 4790.80 0.117138
472 14500.00 14500.00 1 5   3   4   789541.96 3661.60 0.252524
473 10833.04 10833.04 1 5   3   4   240884.56 3573.07 0.329831
474 10410.42 17106.68 1 5   3   4   180755.73 5879.91 0.343720
475 25024.13 25024.13 1 5   3   4   26697.08 6338.96 0.253314
476 14321.46 14321.46 1 5   3   4   101415.18 4276.69 0.298621
477 0.00 9422.50 1 5   3   4   580300.92 3318.14 0.352151
478 17916.67 17916.67 1 5   3   4   106423.91 5449.55 0.304161
479 19068.58 19068.58 1 4   3   4   192939.25 4138.42 0.217028
480 11699.43 11699.43 1 5   3   4   89066.85 4456.75 0.380937
481 15164.61 27722.12 1 5   3   4   663062.71 6217.63 0.224284
482 45191.25 45191.25 1 5   3   4   119768.04 5055.27 0.111864
483 38293.95 38293.95 1 5   3   4   2034247.83 16254.10 0.424456
484 11057.00 11057.00 1 5   3   4   129173.14 3989.21 0.360786
485 31397.57 31397.57 1 5   3   4   712216.99 8376.53 0.266789
486 23700.00 23700.00 1 5   3   4   129853.28 6809.15 0.287306
487 31024.34 31024.34 1 5   3   4   120806.71 10878.78 0.350653
488 3000.00 32005.98 1 5   3   4   2199090.84 8798.16 0.274891
489 28927.92 28927.92 1 5   3   4   203064.68 4260.79 0.147290
490 19602.07 19602.07 1 5   3   4   99220.37 6686.93 0.341134
491 36233.38 52371.77 1 5   3   4   873291.70 7183.31 0.137160
492 15412.79 15412.79 1 4   3   4   40923.23 4876.07 0.316365
493 17165.67 17165.67 1 5   3   4   961346.74 6745.51 0.392965
494 18750.00 18750.00 1 5   3   4   67577.87 6510.83 0.347244
495 23731.83 23731.83 1 5   3   4   42319.79 6475.99 0.272882
496 9553.16 9553.16 1 5   3   4   156004.83 4562.69 0.477611
497 49684.00 49684.00 1 5   3   4   184434.07 8146.34 0.163963
498 25926.64 25926.64 1 5   3   4   151544.91 8447.99 0.325842
499 38883.77 38883.77 1 5   3   4   194501.44 4994.78 0.128454
500 22884.31 22884.31 1 5   3   4   272894.83 8617.18 0.376554
501 15666.67 15666.67 1 5   3   4   63953.64 4833.25 0.308505
502 17055.66 17055.66 1 5   3   4   143991.45 7135.22 0.418349
503 2563.00 12471.00 1 5   3   4   79696.53 5348.33 0.428861
504 36041.61 36325.92 1 5   3   4   185622.46 11269.43 0.310231
505 8696.83 18628.86 1 5   3   4   297968.43 6657.97 0.357401
506 22916.67 42910.42 1 5   3   4   180774.10 13288.03 0.309669
507 11106.69 11106.69 1 5   3   4   714129.00 2376.85 0.214002
508 17751.06 17751.06 1 5   3   4   280054.74 4906.11 0.276384
509 16666.68 16666.68 1 5   3   4   89135.12 5611.09 0.336665
510 44470.50 44470.50 1 5   3   4   121820.27 11704.55 0.263198
511 40555.55 40555.55 1 5   3   4   39061.91 5135.55 0.126630
512 10971.63 10466.57 1 5   3   4   546297.40 5046.88 0.482190
513 44685.91 44685.91 1 5   3   4   84526.10 6918.72 0.154830
514 45176.70 45176.70 1 5   3   4   353634.07 17500.28 0.387374
515 9211.50 16327.08 1 5   3   4   300791.55 6040.01 0.369938
516 18750.01 18750.01 1 5   3   4   84557.80 5518.43 0.294316
517 12075.02 17254.19 1 5   3   4   82606.26 6541.56 0.379129
518 14670.70 14670.70 1 5   3   4   315891.96 6153.36 0.419432
519 47608.00 47608.00 1 5   3   4   433383.17 11389.69 0.239239
520 29165.98 29165.98 1 5   3   4   342468.80 5176.93 0.177499
521 24606.21 24606.21 1 5   3   4   168513.06 8676.10 0.352598
522 19490.65 21888.30 1 5   3   4   75441.35 8903.09 0.406751
523 36800.00 36800.00 1 5   3   4   105971.60 8222.22 0.223430
524 0.00 43346.50 0 5   2   4   1099114.75 13794.63 0.318241
525 0.00 57287.50 0 4   2   4   662568.54 13705.98 0.239249
526 19000.00 19000.00 0 5   2   4   216582.35 7084.32 0.372859
527 86159.46 86159.46 1 5   2   4   619465.66 14436.10 0.167551
528 11656.00 11656.00 1 5   2   4   1401459.52 2494.75 0.214031
529 16574.00 16574.00 0 5   2   4   754278.00 6475.51 0.390703
530 33704.00 45895.00 0 5   2   4   422278.24 18940.82 0.412699
531 33704.42 33704.42 0 5   2   4   417228.09 6422.18 0.190544
532 33550.10 33550.10 0 5   3   4   83637.09 6759.61 0.201478
533 25648.34 40932.49 0 5   2   4   314345.00 18500.42 0.451974
534 49500.33 49500.33 0 5   2   4   639301.25 9927.09 0.200546
535 22687.00 26702.00 0 5   2   4   821986.36 4786.09 0.179241
536 24000.00 67083.33 0 5   3   4   591878.29 12728.73 0.189745
537 20833.34 20833.34 0 5   2   4   335568.85 6001.29 0.288062
538 46453.83 46453.83 1 5   3   4   807961.92 11014.34 0.237103
539 18039.97 31122.25 1 5   3   4   320205.33 7178.04 0.230640
540 34533.00 34533.00 0 5   3   4   139946.39 12902.63 0.373632
541 21666.67 21666.67 0 5   3   4   941827.33 6399.97 0.295383
542 12530.42 12530.42 0 5   3   4   25779.25 3689.04 0.294407
543 41666.66 41666.66 1 5   3   4   519997.81 4415.54 0.105973
544 12000.00 19269.00 0 5   3   4   188552.62 7455.48 0.386916
545 47233.33 91827.62 1 5   3   4   4413898.72 7274.31 0.079217
546 110716.85 110716.85 1 5   3   4   2992702.22 16822.76 0.151944
547 21064.00 23255.96 1 5   3   4   409564.27 5338.31 0.229546
548 27284.64 27284.64 1 5   3   4   38783.08 7505.46 0.275080
549 21470.83 28978.63 1 5   3   4   284354.94 11598.93 0.400258
550 16666.66 16666.66 1 5   3   4   147750.37 5817.30 0.349038
551 20833.34 20833.34 1 5   3   4   39763.42 5316.69 0.255201
552 14682.56 14682.56 1 5   3   4   237561.16 4717.18 0.321278
553 12500.00 26083.33 1 5   3   4   173226.05 7637.93 0.292828
554 20833.34 20833.34 1 5   3   4   227946.21 5583.86 0.268025
555 23752.26 32168.93 1 5   3   4   2720823.75 13983.25 0.434682
556 7400.00 16901.00 1 5   3   4   612002.75 6327.68 0.374397
557 42716.21 42716.21 1 5   3   4   86678.78 5780.44 0.135322
558 20833.34 20833.34 1 5   3   4   103994.17 6516.21 0.312778
559 13361.74 19491.32 1 5   3   4   380122.80 7181.62 0.368452
560 15000.00 23151.67 1 5   3   4   5285013.06 7053.09 0.304647
561 54977.30 54977.30 1 5   3   4   240880.10 9370.06 0.170435
562 23076.54 23076.54 1 5   3   4   71053.33 5676.00 0.245964
563 82695.92 82695.92 1 5   3   4   202089.73 14190.70 0.171601
564 23154.17 30087.84 1 5   3   4   181194.21 10716.09 0.356160
565 23886.26 23886.26 1 5   3   4   164850.89 8685.52 0.363620
566 26529.96 26529.96 1 5   3   4   255857.36 9695.69 0.365462
567 33041.67 33041.67 1 5   3   4   144505.66 8775.67 0.265594
568 110137.96 110137.96 1 4   3   4   750214.06 29241.30 0.265497
569 20833.33 57742.12 1 5   3   4   340126.54 8824.96 0.152834
570 12800.22 12800.22 1 5   3   4   277857.92 5252.37 0.410334
571 0.00 37474.08 1 5   3   4   8708199.44 8003.38 0.213571
572 18879.17 18879.17 1 5   3   4   79838.49 5903.71 0.312710
573 14000.00 14000.00 1 5   3   4   64381.32 3592.11 0.256579
574 23297.56 23297.56 1 5   3   4   455729.85 7039.82 0.302170
575 16362.33 16362.33 1 5   3   4   188276.22 6230.38 0.380776
576 12454.00 12454.00 1 5   3   4   23932.47 5274.09 0.423486
577 12528.00 14956.00 1 5   3   4   101248.71 6582.88 0.440150
578 52721.47 52721.47 1 5   3   4   204633.10 7691.01 0.145880
579 13604.38 13604.38 1 5   3   4   240369.26 5269.03 0.387304
580 34530.68 34530.68 1 5   3   4   489618.27 5812.03 0.168315
581 10606.95 10606.95 1 5   3   4   66605.62 4440.80 0.418669
582 30061.23 30061.23 1 5   3   4   1407087.67 5496.61 0.182847
583 34745.20 34745.20 1 5   3   4   167516.30 13261.10 0.381667
584 69625.42 69625.42 1 5   3   4   85813.40 8870.97 0.127410
585 17083.33 17083.33 1 5   3   4   323833.91 4182.10 0.244806
586 16333.33 16333.33 1 5   3   4   63920.55 7053.39 0.431840
587 10441.80 10441.80 1 5   3   4   125861.64 4534.80 0.434293
588 18025.58 18025.58 1 5   3   4   113946.00 6048.32 0.335541
589 16330.67 16330.67 1 5   3   4   435084.53 3274.48 0.200511
590 48366.42 48366.42 1 5   3   4   100494.53 11381.97 0.235328
591 16251.83 26096.28 1 5   3   4   1011389.25 6173.34 0.236560
592 16804.40 16804.40 1 5   3   4   63085.08 5025.37 0.299051
593 13441.45 13441.45 1 5   3   4   75482.47 3325.37 0.247397
594 1795.25 14318.26 1 5   3   4   359044.27 6093.36 0.425566
595 21902.05 21902.05 1 5   3   4   953178.14 7578.35 0.346011

 

  117 118 119 120 121 122 123 124 125 126 127 128
  Fully Indexed Rate Qualification
Method
Percentage of Down
Payment from
Borrower Own
Funds
City State Postal Code Property Type Occupancy Sales Price Original Appraised
Property Value
Original Property
Valuation Type
Original Property
Valuation Date
1       ESCALON CA 95320 1 1   960000.00 3 20130211
2     13.925400 LOS ANGELES CA 90049 1 1 2125000.00 2125000.00 3 20130323
3     100.000000 MILTON GA 30004 1 1 1000000.00 1080000.00 3 20130308
4       PALO ALTO CA 94306 1 1   1800000.00 3 20130318
5       LAKE OSWEGO OR 97035 1 1   820000.00 3 20130314
6     100.000000 REDONDO BEACH CA 90278 1 1 830000.00 830000.00 3 20130320
7     100.000000 NEWPORT BEACH CA 92660 1 1 1200000.00 1200000.00 3 20130318
8     100.000000 SAN DIEGO CA 92127 7 1 785000.00 785000.00 3 20130314
9     100.000000 LAS VEGAS NV 89118 1 2 2000000.00 2000000.00 3 20130319
10     100.000000 STUDIO CITY CA 91607 1 1 1203500.00 1203500.00 3 20130321
11     100.000000 REDWOOD CITY CA 94062 1 1 1000000.00 1000000.00 3 20130315
12       SEATTLE WA 98122 1 1   843000.00 3 20130318
13       LEESBURG VA 20175 1 1   1400000.00 3 20130318
14       SPRING TX 77386 7 1   680000.00 3 20121228
15     100.000000 GREAT FALLS VA 22066 7 1 2574861.00 2575000.00 3 20130303
16     100.000000 NEWPORT BEACH CA 92663 7 1 1778000.00 1780000.00 3 20130315
17     100.000000 MAMMOTH LAKES CA 93546 1 2 839000.00 839000.00 3 20130313
18     58.307700 GOLD CANYON AZ 85118 7 2 657000.00 658000.00 3 20130227
19       WALNUT CA 91789 1 1   1550000.00 3 20130314
20     100.000000 OAKLAND CA 94611 1 1 820000.00 820000.00 3 20130322
21     100.000000 SAN DIEGO CA 92131 7 1 985000.00 985000.00 3 20130305
22       SAN FRANCISCO CA 94116 1 1   1050000.00 3 20130313
23       SANTA CRUZ CA 95060 1 1   915000.00 3 20130107
24     100.000000 DANVILLE CA 94526 1 1 850000.00 815000.00 3 20130315
25     100.000000 RIVERSIDE CA 92506 1 1 1150000.00 1150000.00 3 20130306
26     100.000000 SACRAMENTO CA 95819 1 1 675000.00 675000.00 3 20130318
27       SCOTTSDALE AZ 85262 7 1   980000.00 3 20130322
28       CHICAGO IL 60614 1 1   1300000.00 3 20130308
29       PIEDMONT CA 94611 1 1   1700000.00 3 20130305
30     100.000000 GILBERT AZ 85296 7 1 550000.00 545000.00 3 20130308
31       PLEASANTON CA 94566 1 1   1400000.00 3 20130215
32     100.000000 LOS GATOS CA 95033 1 1 1758000.00 1760000.00 3 20130318
33     100.000000 DAVIS CA 95618 1 1 875000.00 880000.00 3 20130305
34     100.000000 SAN JOSE CA 95124 1 1 1600000.00 1600000.00 3 20130313
35       HOLLYWOOD FL 33312 7 1   750000.00 3 20130218
36     100.000000 DALLAS TX 75205 1 1 775000.00 775000.00 3 20130320
37     100.000000 FRISCO TX 75034 1 1 860000.00 900000.00 3 20130308
38     100.000000 SAN FRANCISCO CA 94115 3 1 990000.00 995000.00 3 20130311
39       SAN FRANCISCO CA 94131 1 1   1520000.00 3 20130301
40       CARMEL CA 93923 1 1   850000.00 3 20130212
41     100.000000 AUSTIN TX 78703 1 1 1625000.00 1635000.00 3 20130319
42     100.000000 BELLEVUE WA 98004 1 1 830000.00 830000.00 3 20130304
43     100.000000 HOUSTON TX 77005 1 1 2475000.00 2500000.00 3 20130305
44     100.000000 AUSTIN TX 78746 1 1 1180000.00 1195000.00 3 20130318
45     100.000000 SAN FRANCISCO CA 94131 1 1 1250000.00 1250000.00 3 20130228
46     100.000000 DALLAS TX 75225 1 1 1090000.00 1100000.00 3 20130320
47       WILMETTE IL 60091 1 1   753000.00 3 20130215
48       TORRANCE CA 90505 1 1   1100000.00 3 20130307
49     100.000000 BOCA RATON FL 33496 7 1 875000.00 875000.00 3 20130302
50       DELRAY BEACH FL 33483 1 1   1225000.00 3 20130319
51     100.000000 MONTE SERENO CA 95030 1 1 1730000.00 1730000.00 3 20130227
52       ROCKLIN CA 95765 7 1   778000.00 3 20130313
53       GREENBRAE CA 94904 1 1   1950000.00 3 20130321
54       CUPERTINO CA 95014 1 1   1540000.00 3 20130304
55     100.000000 DALLAS TX 75214 1 1 780000.00 790000.00 3 20130311
56     100.000000 MORAGA CA 94556 1 1 949000.00 970000.00 3 20130308
57       SAN FRANCISCO CA 94110 1 1   900000.00 3 20130227
58       SAN DIEGO CA 92130 7 1   890000.00 3 20130307
59     100.000000 CHARLESTON SC 29403 7 1 655000.00 700000.00 3 20130226
60       NEWCASTLE WA 98056 7 1   1100000.00 3 20130210
61       NEWPORT BEACH CA 92660 7 1   1550000.00 3 20130307
62       ARLINGTON VA 22207 1 1   2200000.00 3 20130312
63     100.000000 BROOKLINE MA 02467 1 1 825000.00 835000.00 3 20130227
64       REDONDO BEACH CA 92128 1 1   1500000.00 3 20130308
65       SANTA CLARA CA 95051 1 1   1040000.00 3 20130313
66       CHARLESTOWN MA 02129 3 1   830000.00 3 20130307
67       CALABASAS CA 91302 7 1   2025000.00 3 20130304
68     100.000000 AUSTIN TX 78746 1 1 830000.00 830000.00 3 20130318
69       CHINO HILLS CA 91709 7 1   828000.00 3 20130224
70       WILMETTE IL 60091 1 1   905000.00 3 20130307
71     100.000000 LOS ANGELES CA 90027 1 1 1250000.00 1260000.00 3 20130222
72       SARATOGA CA 95070 1 1   1295000.00 3 20130227
73     97.530700 BROOKLYN NY 11238 12 1 1287000.00 2130000.00 3 20130222
74     100.000000 SAN JOSE CA 95120 1 1 1128000.00 1130000.00 3 20130306
75       PALO ALTO CA 94301 1 1   1300000.00 3 20130225
76     100.000000 CHICAGO IL 60657 12 1 570000.00 570000.00 3 20130312
77     100.000000 SHORT HILLS NJ 07078 1 1 1250000.00 1250000.00 3 20130225
78       CARLSBAD CA 92008 1 1   1125000.00 3 20130221
79       LOS ANGELES CA 90020 1 1   1750000.00 3 20130301
80       MONTE SERENO CA 95030 7 1   2350000.00 3 20130306
81     100.000000 WASHINGTON DC 20010 12 1 1135000.00 1135000.00 3 20130304
82       RANCHO PALOS VERDES CA 90275 1 1   1260000.00 3 20130227
83       WASHINGTON DC 20003 12 1   1053312.00 3 20130312
84     100.000000 MILTON MA 02186 1 1 960000.00 968000.00 3 20130307
85     100.000000 LOS GATOS CA 95032 1 1 2001000.00 2000000.00 3 20130227
86       BOULDER CO 80302 1 1   830000.00 3 20130318
87       CHICAGO IL 60614 8 1   1150000.00 3 20130306
88       WAYZATA MN 55391 1 1   975000.00 3 20130128
89       DALLAS TX 75205 1 1   990000.00 3 20130226
90       CARDIFF BY THE SEA CA 92007 1 1   1565000.00 3 20130325
91       SAN MATEO CA 94402 1 1   1580000.00 3 20130306
92     100.000000 SIMI VALLEY CA 93065 7 1 890000.00 890000.00 3 20130226
93     100.000000 SEATTLE WA 98105 1 1 2390000.00 2395000.00 3 20130315
94       MERCER ISLAND WA 98040 1 1   2500000.00 3 20130211
95       CARLSBAD CA 92008 1 1   1200000.00 3 20130209
96       MANHATTAN BEACH CA 90266 1 1   1300000.00 3 20130308
97       WASHINGTON UT 84780 1 1   735000.00 3 20130211
98     100.000000 SCOTTSDALE AZ 85255 7 1 605000.00 640000.00 3 20130313
99     100.000000 SEATTLE WA 98115 1 1 676000.00 676000.00 3 20130228
100     100.000000 ARLINGTON VA 22205 1 1 1525000.00 1525000.00 3 20130309
101     100.000000 MILL VALLEY CA 94941 1 1 1690000.00 1695000.00 3 20130303
102       SUNNYVALE CA 94087 1 1   1270000.00 3 20130319
103       SAN FRANCISCO CA 94110 1 1   1465000.00 3 20130307
104     100.000000 Houston TX 77005 1 1 812575.00 813000.00 3 20130319
105     100.000000 SEBASTOPOL CA 95472 1 1 1135000.00 1135000.00 3 20130308
106     100.000000 SCOTTSDALE AZ 85255 7 1 618700.00 620000.00 3 20130216
107     100.000000 NORTHBROOK IL 60062 1 1 847000.00 850000.00 3 20130207
108     100.000000 CHARLOTTE NC 28205 1 1 865000.00 865000.00 3 20130208
109       ARLINGTON VA 22201 1 1   817500.00 3 20130312
110       BELMONT CA 94002 7 1   900000.00 3 20130226
111       SAN FRANCISCO CA 94131 1 1   1431000.00 3 20130304
112       BROOKLYN NY 11217 13 1   2550000.00 3 20130219
113       SAN LUIS OBISPO CA 93401 1 1   960000.00 3 20130313
114       MOUNTAIN BROOK AL 35213 1 1   1475000.00 3 20130304
115     100.000000 SANTA ROSA CA 95405 1 1 1095000.00 1095000.00 3 20130221
116     100.000000 MCLEAN VA 22101 7 1 960000.00 960000.00 3 20130305
117       NAPERVILLE IL 60563 1 1   940000.00 3 20130305
118     100.000000 DEERFIELD IL 60015 1 1 600000.00 630000.00 3 20130313
119     100.000000 CARLSBAD CA 92011 7 1 945000.00 950000.00 3 20130306
120     100.000000 PLANO TX 75093 7 1 970618.00 975000.00 3 20130311
121       SAN JOSE CA 95126 1 1   1100000.00 3 20130306
122       SAN DIEGO CA 92130 7 1   1050000.00 3 20130301
123       SAN MARINO CA 91108 1 1   1950000.00 3 20130302
124       BURLINGAME CA 94010 1 1   1475000.00 3 20130301
125       COLORADO SPRINGS CO 80908 7 1   1100000.00 3 20130312
126       DORAL FL 33178 7 1   910000.00 3 20130226
127       WINTER PARK FL 32789 1 1   900000.00 3 20130217
128       GRANITE BAY CA 95746 7 1   1560000.00 3 20130311
129       OLNEY MD 20832 7 1   915000.00 3 20130306
130       MALIBU CA 90265 1 1   1500000.00 3 20130304
131       DIABLO CA 94528 1 1   2075000.00 3 20121207
132       LOS ANGELES CA 90039 1 1   1110000.00 3 20130302
133     100.000000 CHANDLER AZ 85249 7 1 570000.00 575000.00 3 20130222
134       PETALUMA CA 94954 1 1   845000.00 3 20130212
135     14.706500 ALEXANDRIA VA 22304 1 1 1005000.00 1010000.00 3 20130305
136       SAMMAMISH WA 98075 7 1   1040000.00 3 20130306
137     100.000000 MILTON GA 30004 7 1 790000.00 790000.00 3 20130226
138     100.000000 SEATTLE WA 98105 1 1 780000.00 780000.00 3 20130225
139       SAN DIEGO CA 92130 1 1   1160000.00 3 20130221
140       BROOKLYN NY 11217 13 1   2600000.00 3 20130226
141       ORANGE CA 92869 7 1   1600000.00 3 20130208
142       PLAYA DEL REY CA 90293 1 1   1125000.00 3 20130301
143       SAN DIEGO CA 92116 1 1   1000000.00 3 20130228
144       DELAWARE OH 43015 7 1   1325000.00 3 20130307
145       SAN LUIS OBISPO CA 93405 1 1   2000000.00 3 20130312
146       PIEDMONT CA 94611 1 1   1400000.00 3 20130307
147     100.000000 GREENWOOD VILLAGE CO 80111 7 1 760000.00 760000.00 3 20130305
148       SALINAS CA 93908 1 1   730000.00 3 20130225
149       LADERA RANCH CA 92694 7 1   1220000.00 3 20130218
150       HINSDALE IL 60521 1 1   940000.00 3 20130128
151     100.000000 CORLE MADERA CA 94925 1 1 2425000.00 2425000.00 3 20130228
152     12.052900 DALLAS TX 75225 1 1 1875000.00 1875000.00 3 20130304
153     100.000000 DALLAS TX 75225 7 1 745000.00 755000.00 3 20130205
154       RIDGEFIELD WA 98642 1 1   700000.00 3 20130215
155     100.000000 AUSTIN TX 78746 1 1 1840000.00 1950000.00 3 20130222
156       SAN FRANCISCO CA 94114 3 1   890000.00 3 20130301
157       SARATOGA CA 95070 1 1   1225000.00 3 20130226
158     100.000000 PACIFIC GROVE CA 93950 1 1 1125000.00 1250000.00 3 20130228
159       SAN JOSE CA 95129 1 1   1100000.00 3 20130305
160       OCEANSIDE CA 92057 7 1   750000.00 3 20130219
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192     100.000000 DENVER CO 80220 1 1 750000.00 760000.00 3 20130218
193       FORT WORTH TX 76107 1 1   1139800.00 3 20130224
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224       OREM UT 84097 1 1   640000.00 3 20130227
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240     100.000000 DALLAS TX 75225 1 1 835400.00 837500.00 3 20130228
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242       MORGAN HILL CA 95037 1 1   1857000.00 3 20130224
243     100.000000 FAIR OAKS RANCH TX 78015 7 1 560000.00 561000.00 3 20130307
244     100.000000 CARLSBAD CA 92009 7 1 967980.00 950000.00 3 20130225
245       SAN FRANCISCO CA 94114 3 1   1100000.00 3 20130206
246       FREMONT CA 94539 1 1   860000.00 3 20130222
247       SAN FRANCISCO CA 94114 1 1   1670000.00 3 20130301
248       GRANITE BAY CA 95746 7 1   1000000.00 3 20130212
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250     100.000000 PARKER CO 80134 1 1 610000.00 610000.00 3 20130312
251       MEDFIELD MA 02052 1 1   1040000.00 3 20130222
252       OAKLAND CA 94610 1 1   1080000.00 3 20130209
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255     100.000000 MADISON NJ 07940 1 1 1125000.00 1125000.00 3 20130305
256     100.000000 DALLAS TX 75230 1 1 819500.00 820000.00 3 20130306
257       MERCER ISLAND WA 98040 1 1   850000.00 3 20130208
258       REDONDO BEACH CA 90277 1 1   1200000.00 3 20130221
259     100.000000 Coto De Caza CA 92679 7 1 950000.00 950000.00 3 20130222
260       WESTFIELD NJ 07090 1 1   2300000.00 3 20130211
261     100.000000 UNIVERSITY PARK TX 75205 1 1 840000.00 840000.00 3 20130301
262       LOS ANGELES CA 91601 1 1   950000.00 3 20130116
263       TUCSON AZ 85718 7 1   1370000.00 3 20130209
264       WHEATON IL 60187 1 1   770000.00 3 20130301
265       ACAMPO CA 95220 1 1   580000.00 3 20130218
266       CORONA DEL MAR CA 92625 7 1   1755000.00 3 20130219
267       ALLEN TX 75013 7 1   720000.00 3 20130318
268       SARATOGA CA 95070 7 1   960000.00 3 20130301
269       SACRAMENTO CA 95816 1 1   1000000.00 3 20130305
270       GRANITE BAY CA 95746 1 1   810000.00 3 20130122
271       MORAGA CA 94556 1 1   1150000.00 3 20130131
272     100.000000 ATLANTA GA 30327 1 1 760000.00 765000.00 3 20130219
273       REHOBOTH BEACH DE 19971 1 2   1600000.00 3 20130222
274     100.000000 FORT WORTH TX 76107 1 1 725000.00 725000.00 3 20130214
275       NEW YORK NY 10011 2 1   2550000.00 3 20121221
276       WINCHESTER MA 01890 1 1   1310000.00 3 20130220
277       SEATTLE WA 98107 1 1   1000000.00 3 20130228
278       SEATTLE WA 98199 1 1   835000.00 3 20130206
279     100.000000 DUBLIN CA 94568 7 1 945792.00 946000.00 3 20130130
280       SAN JOSE CA 95120 1 1   1170000.00 3 20130220
281       NOBLESVILLE IN 46062 7 1   790000.00 3 20130221
282       BOULDER CO 80304 1 1   2150000.00 3 20130302
283     100.000000 SAINT LOUIS MO 63124 7 1 1022448.00 1025000.00 3 20130225
284     100.000000 ORANGE CA 92869 7 1 860000.00 860000.00 3 20130223
285       SARATOGA CA 95070 1 1   2050000.00 3 20130207
286     100.000000 Seattle WA 98117 1 1 840600.00 855000.00 3 20130123
287     100.000000 FALLS CHURCH VA 22046 1 1 975000.00 975000.00 3 20130206
288       LOS GATOS CA 95030 1 1   1525000.00 3 20130129
289       POWAY CA 92064 7 1   1235000.00 3 20130220
290     100.000000 PLANO TX 75093 7 1 762300.00 785000.00 3 20130304
291       BRECKENRIDGE CO 80424 7 2   1400000.00 3 20130204
292       HOUSTON TX 77063 7 1   600000.00 3 20130128
293     100.000000 HOUSTON TX 77005 1 1 2252300.00 2300000.00 3 20130226
294       CHESTNUT HILL MA 02467 1 1   1420000.00 3 20130214
295       AUSTIN TX 78703 1 1   593000.00 3 20130220
296       BELLEVUE WA 98004 1 1   1455000.00 3 20130131
297       CHICAGO IL 60618 1 1   715000.00 3 20130220
298       DANVILLE CA 94526 1 1   1300000.00 3 20130215
299       BELLEVUE WA 98008 1 1   1550000.00 3 20130102
300     100.000000 DUNWOODY GA 30338 7 1 662000.00 655000.00 3 20130128
301       LOVELAND CO 80538 7 1   1180000.00 3 20130218
302       SUNNYVALE CA 94087 1 1   1200000.00 3 20130201
303     100.000000 LAKE OSWEGO OR 97035 1 1 3200000.00 3300000.00 3 20130228
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306     100.000000 RENTON WA 98059 1 1 1030000.00 1050000.00 3 20130215
307     93.923000 LONG BEACH CA 90815 1 1 920000.00 923500.00 3 20130204
308       HOUSTON TX 77098 1 1   1150000.00 3 20130218
309       SAN FRANCISCO CA 94132 1 1   995000.00 3 20121220
310       ANN ARBOR MI 48104 1 1   965000.00 3 20130215
311     100.000000 SEATTLE WA 98199 1 1 1220000.00 1250000.00 3 20130216
312       FORT MILL SC 29708 7 1   645000.00 3 20130118
313       CARLSBAD CA 92009 7 1   1200000.00 3 20130226
314       NORTHBROOK IL 60062 1 1   1065000.00 3 20130208
315       DALLAS TX 75229 1 1   760000.00 3 20130226
316       WATERVILLE VALLEY NH 03215 1 2   710000.00 3 20130313
317       NEWPORT BEACH CA 92660 7 1   4036000.00 3 20130308
318       LOS ALTOS CA 94024 1 1   1770000.00 3 20130211
319       GEORGETOWN TX 78628 7 1   1300000.00 3 20130219
320     100.000000 HENDERSON NV 89012 7 1 890000.00 865000.00 3 20130211
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322     100.000000 KNOXVILLE TN 37922 7 1 675000.00 777000.00 3 20130212
323       MANHATTAN BEACH CA 90266 1 1   1700000.00 3 20130216
324       SAN MARINO CA 91108 1 1   3600000.00 3 20130202
325     100.000000 CHARLOTTE NC 28207 1 1 775000.00 775000.00 3 20130214
326       CAMPBELL CA 95008 1 1   932000.00 3 20130219
327       HOLLIS NH 03049 1 1   725000.00 3 20130220
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332       ORCHARD LAKE MI 48324 1 1   846000.00 3 20121220
333       PRINCETON NJ 08540 7 1   1340000.00 3 20130221
334       SACRAMENTO CA 95864 7 1   1560000.00 3 20130201
335       LAFAYETTE CA 94549 1 1   1190000.00 3 20130214
336     81.604600 SAN FRANCISCO CA 94110 1 1 825000.00 825000.00 3 20130212
337       CUPERTINO CA 95014 1 1   1255000.00 3 20130218
338       HINGHAM MA 02043 1 1   840000.00 3 20130222
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340       LAFAYETTE CA 94549 1 1   1100000.00 3 20130221
341     78.625800 RIDGEFILED CT 06877 1 1 1175000.00 1175000.00 3 20130129
342       GLENVIEW IL 60025 1 1   1090000.00 3 20130213
343       WELLESLEY MA 02482 1 1   950000.00 3 20130208
344       GREENWOOD VILLAGE CO 80212 7 1   1900000.00 3 20130220
345     100.000000 SEATTLE WA 98117 1 1 838000.00 838000.00 3 20130215
346       ELIZABETH CO 80107 1 1   780000.00 3 20130221
347       SAN JOSE CA 95120 1 1   1120000.00 3 20130220
348       NEWPORT BEACH CA 92660 7 1   1725000.00 3 20130130
349       SUNNYVALE CA 94087 1 1   1225000.00 3 20130208
350       CHEVY CHASE MD 20815 1 1   1500000.00 3 20130308
351       SAN FRANCISCO CA 94131 1 1   975000.00 3 20130211
352       GREENWICH CT 06830 1 1   1725000.00 3 20130215
353       SARATOGA CA 95070 1 1   1705000.00 3 20130202
354     100.000000 BALTIMORE MD 21209 7 1 840000.00 875000.00 3 20130218
355     100.000000 SEATTLE WA 98136 1 1 1070000.00 1070000.00 3 20130208
356       GLEN ELLYN IL 60137 1 1   975000.00 3 20130218
357       CARLISLE MA 01741 1 1   889000.00 3 20130219
358     100.000000 ST. LOUIS MO 63122 1 1 860000.00 900000.00 3 20130218
359       MILTON GA 30004 7 1   1000000.00 3 20130225
360       SPRING TX 77379 7 1   690000.00 3 20130211
361       CARMEL CA 93923 1 1   1525000.00 3 20130218
362     100.000000 SCOTTSDALE AZ 85262 7 2 900000.00 860000.00 3 20130220
363       CHESTERFIELD MO 63017 7 1   1340000.00 3 20130208
364       NAPERVILLE IL 60540 1 1   1075000.00 3 20130131
365     100.000000 ALISO VIEJO CA 92656 7 1 1082523.00 1083000.00 3 20130128
366       BENICIA CA 94510 1 1   590000.00 3 20130204
367     100.000000 DOWNERS GROVE IL 60515 12 1 653263.00 655000.00 3 20121210
368       CUMMING GA 30041 1 1   1400000.00 3 20130222
369       DALLAS TX 75225 1 1   1450000.00 3 20130225
370       GRANITE BAY CA 95746 7 1   1150000.00 3 20130212
371     100.000000 AUSTIN TX 78701 4 1 725000.00 726000.00 3 20130213
372       PARADISE VALLEY AZ 85253 1 1   2060000.00 3 20130222
373       HOUSTON TX 77055 1 1   950000.00 3 20130212
374       CORTE MADERA CA 94925 1 1   1152000.00 3 20130211
375       PORTLAND OR 97201 1 1   1396000.00 3 20130214
376     100.000000 ALEXANDRIA VA 22309 1 1 1100000.00 1550000.00 3 20130204
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379       BURLINGAME CA 94010 1 1   1866000.00 3 20130207
380       COS COB CT 06807 1 1   1425000.00 3 20130208
381       ENCINO CA 91436 1 1   1330000.00 3 20130206
382       ARLINGTON VA 22201 1 1   960000.00 3 20130130
383       ORINDA CA 94563 1 1   1275000.00 3 20130212
384       HINSDALE IL 60521 1 1   1650000.00 3 20130212
385       SAN FRANCISCO CA 94114 3 1   1250000.00 3 20130123
386     100.000000 OSTERVILLE MA 02655 1 2 1220000.00 1220000.00 3 20130207
387       LITTLETON CO 80127 7 1   1375000.00 3 20130305
388       STEAMBOAT SPRINGS CO 80487 1 2   2225000.00 3 20130119
389     100.000000 TEMECULA CA 92591 1 1 1095000.00 1095000.00 3 20130130
390     100.000000 CLAREMONT CA 91711 1 1 1095000.00 1095000.00 3 20130128
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392       PALO ALTO CA 94303 1 1   1675000.00 3 20130218
393     100.000000 BRONXVILLE NY 10708 1 1 1725000.00 1725000.00 3 20130201
394       RIVERSIDE CA 92506 7 1   1115000.00 3 20130212
395       LINCOLN CA 95648 7 1   700000.00 3 20130218
396     100.000000 IRVING TX 75038 7 1 717758.00 745000.00 3 20130207
397       HINSDALE IL 60521 7 1   1016000.00 3 20130211
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413       SAN FRANCISCO CA 94123 3 1   1520000.00 3 20130201
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416     100.000000 BETHESDA MD 20816 1 1 870000.00 870000.00 3 20130204
417     100.000000 EDINA MN 55424 1 1 1575000.00 1600000.00 3 20130130
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421       MIAMI BEACH FL 33140 1 1   1300000.00 3 20130118
422       KENSINGTON CA 94708 1 1   1600000.00 3 20130205
423       DALLAS TX 75230 1 1   820000.00 3 20130206
424       HOUSTON TX 77019 1 1   875000.00 3 20130201
425       OKATIE SC 29909 7 1   850000.00 3 20130209
426       FALLS CHURCH VA 22046 1 1   1370000.00 3 20130210
427       CHICAGO IL 60654 4 1   550000.00 3 20121221
428     100.000000 FOUNTAIN HILLS AZ 85268 1 1 800000.00 800000.00 3 20130125
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430       SAMMAMISH WA 98075 7 1   660000.00 3 20130207
431       MANHATTAN BEACH CA 90266 1 1   1175000.00 3 20130227
432       PACLFIC PALLSADES CA 90272 1 1   1912000.00 3 20130222
433       PROSPER TX 75078 7 1   930000.00 3 20130219
434     100.000000 DALLAS TX 75205 1 1 1800000.00 1800000.00 3 20130208
435       ALAMO CA 94507 1 1   1060000.00 3 20130103
436       NEW YORK NY 10024 2 1   1675000.00 3 20130129
437       GLENCOE IL 60022 1 1   800000.00 3 20130206
438       MENLO PARK CA 94025 1 1   1650000.00 3 20130124
439       MERCER ISLAND WA 98040 1 1   975000.00 3 20130125
440       ANNANDALE VA 22003 1 1   1150000.00 3 20130205
441       SCARSDALE NY 10583 1 1   1100000.00 3 20130126
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443       SAN DIEGO CA 92106 1 1   1550000.00 3 20130125
444       HOUSTON TX 77025 1 1   993500.00 3 20130130
445       DALLAS TX 75230 7 1   896000.00 3 20130205
446       GREENSBORO NC 27455 7 1   975000.00 3 20130204
447       OAK BROOK IL 60523 7 1   2200000.00 3 20130201
448       SAN RAMON CA 94583 7 1   1850000.00 3 20130208
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450       DALLAS TX 75225 1 1   1700000.00 3 20130131
451       DALLAS TX 75230 1 1   1050000.00 3 20130219
452       SAN RAFAEL CA 94903 12 1   725000.00 3 20130203
453       BOULDER CO 80302 1 1   1900000.00 3 20130115
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457       CORONADO CA 92118 7 1   875000.00 3 20130128
458       BERKELEY CA 94707 1 1   1240000.00 3 20130205
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461     100.000000 SCOTTSDALE AZ 85262 1 1 553500.00 566000.00 3 20130117
462       MCCALL ID 83638 7 2   1900000.00 3 20130209
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465       SANTA MONICA CA 90405 1 1   1175000.00 3 20130129
466       SAN FRANCISCO CA 94115 3 1   1195000.00 3 20130124
467       LIGHTHOUSE POINT FL 33064 1 1   902000.00 3 20130123
468       DOVER MA 02030 1 1   1325000.00 3 20130123
469       SHORT HILLS NJ 07078 1 1   975000.00 3 20130130
470       BURR RIDGE IL 60527 7 1   1400000.00 3 20130114
471       MORGAN UT 84050 1 1   1100000.00 3 20121227
472       SEATTLE WA 98115 1 1   660000.00 3 20130201
473       PARADISE VALLEY AZ 85253 1 1   752948.19 3 20130118
474       SOLANA BEACH CA 92075 7 1   1050000.00 3 20130122
475       ACTON MA 01720 1 1   850000.00 3 20130212
476       ANNAPOLIS MD 21405 7 1   920000.00 3 20130212
477       LAFAYETTE CO 80026 7 1   730000.00 3 20130122
478       SAN ANSELMO CA 94960 1 1   1100000.00 3 20130113
479       BETHESDA MD 20816 12 1   1425000.00 3 20130228
480     100.000000 LAS VEGAS NV 89134 7 1 828000.00 830000.00 3 20130111
481       LOS ALTOS CA 94024 1 1   2450000.00 3 20130125
482       Charlotte NC 28207 1 1   1100000.00 3 20130128
483       WASHIGTON DC 20015 1 1   1275000.00 3 20130125
484       ATLANTA GA 30327 1 1   820000.00 3 20130129
485       GREAT FALLS VA 22066 7 1   1600000.00 3 20130118
486     100.000000 CHICAGO IL 60647 1 1 955500.00 960000.00 3 20121227
487     100.000000 NEWTON MA 02466 1 1 1300000.00 1300000.00 3 20130117
488       NEWBURGH IN 47630 1 1   860000.00 3 20130129
489       SALT LAKE CITY UT 84108 7 1   890000.00 3 20121226
490       SAN JOSE CA 95132 1 1   975000.00 3 20130201
491       NEEDHAM MA 02492 1 1   2500000.00 3 20130207
492       SAN RAMON CA 94582 7 1   939500.00 3 20130114
493       RIVERSIDE CT 06878 1 1   1650000.00 3 20130117
494       WASHINGTON DC 20016 1 1   1975000.00 3 20130119
495       SUDBURY MA 01776 1 1   970000.00 3 20130113
496       AUSTIN TX 78704 1 1   1010000.00 3 20130114
497       SENECA SC 29672 7 1   1560000.00 3 20130207
498       LOS ANGELES CA 91316 1 1   1060000.00 3 20130111
499       CHEVY CHASE MD 20815 1 1   1550000.00 3 20130111
500       LEXINGTON MA 02421 1 1   1150000.00 3 20130104
501       NASHVILLE TN 37221 1 1   830000.00 3 20130114
502       DALLAS TX 75214 1 1   870000.00 3 20130117
503       BOCA RATON FL 33431 7 1   830000.00 3 20121227
504       ENCINITAS CA 92024 1 1   2400000.00 3 20130109
505       MARVIN NC 28173 7 1   874000.00 3 20130117
506       GLENVIEW IL 60025 1 1   1847000.00 3 20121213
507       SAN FRANCISCO CA 94123 12 1   3250000.00 3 20130111
508     100.000000 OAKTON VA 22124 1 1 1251000.00 1251000.00 3 20121230
509       DOVER MA 02030 1 1   1375000.00 3 20130108
510       SOUTH DENNIS MA 02660 1 2   1929000.00 3 20130213
511       ALEXANDRIA VA 22307 1 1   1100000.00 3 20121226
512       WASHINGTON DC 20011 1 1   1175000.00 98 20121220
513       ARLINGTON VA 22205 1 1   1120000.00 3 20121226
514       WAYZATA MN 55391 1 1   1428000.00 3 20121201
515       BARRINGTON IL 60010 1 1   1700000.00 3 20130111
516     100.000000 NEEDHAM MA 02494 1 1 1370000.00 1370000.00 3 20121109
517       VIENNA VA 22180 1 1   910000.00 3 20121213
518       SCITUATE MA 02066 13 1   1360000.00 3 20121126
519       NEWTON MA 02468 1 1   1575000.00 3 20130201
520       SUDBURY MA 01776 1 1   995000.00 3 20121218
521       HINGHAM MA 02043 1 1   900000.00 3 20121206
522       SAN FRANCISCO CA 94118 12 1   2300000.00 3 20121126
523       HALF MOON BAY CA 94019 1 1   1700000.00 3 20121201
524       Los Angeles CA 90035 13 1   1000000.00 3 20130226
525       LOS ANGELES (ENCINO AREA) CA 91436 1 1   2350000.00 3 20130215
526       LOS ANGELES CA 90068 1 1   975000.00 3 20130130
527       PIEDMONT CA 94611 1 1   2500000.00 3 20130123
528       SAN JOSE CA 95118 3 1   335000.00 3 20130123
529       SAN FRANCISCO CA 94110 13 1   1600000.00 3 20130123
530       San Jose CA 95117 15 3   890000.00 3 20130122
531       San Jose CA 95118 13 3   800000.00 3 20130122
532       REDWOOD CITY CA 94061 1 1   990000.00 3 20130118
533     56.168100 Santa Barbara CA 93108 1 1 1652625.00 1695000.00 3 20121227
534       Scarborough ME 04074 3 2   1000000.00 3 20121216
535     100.000000 DOVER MA 02030 1 1 1830000.00 1900000.00 3 20121017
536       PALO ALTO CA 94303 1 1   4739000.00 3 20121023
537     100.000000 MONTAUK NY 11954 1 2 580000.00 555000.00 3 20121031
538       RUMSON NJ 07760 1 1   2400000.00 3 20130126
539     100.000000 ATLANTA GA 30342 7 1 685000.00 695000.00 3 20130118
540     100.000000 ANN ARBOR MI 48105 1 1 675000.00 717000.00 3 20121220
541     100.000000 SAN CARLOS CA 94070 1 1 1730000.00 1775000.00 3 20121211
542       WENATCHEE WA 98801 1 1   885000.00 98 20121207
543     100.000000 TOWN AND COUNTRY MO 63017 7 1 950000.00 960000.00 3 20121113
544       HUNTINGTON BEACH CA 92649 1 1   2750000.00 3 20120907
545       AURORA OH 44202 7 1   1500000.00 3 20120818
546       EL PASO TX 79902 7 1   5000000.00 3 20130125
547       ENCINO CA 91436 1 1   1075000.00 3 20130116
548       st louis MO 63119 7 1   825000.00 3 20130117
549     100.000000 LAKE FOREST IL 60045 7 1 1000000.00 1319500.00 3 20130109
550       Weston CT 06883 1 1   1000000.00 3 20130110
551       SANTA MONICA CA 90405 1 1   1185000.00 3 20130105
552       NORTH ATTLEBORO MA 02760 1 1   775000.00 3 20130124
553       RYE NY 10580 1 1   966000.00 3 20121231
554       Mamaroneck NY 10543 1 1   915000.00 3 20121226
555       WESTPORT CT 06880 1 1   2350000.00 3 20130118
556       Seattle WA 98040 1 1   2175000.00 3 20121228
557       SCOTTSDALE AZ 85266 1 1   1025000.00 3 20130122
558       SEATTLE WA 98112 1 1   1202000.00 3 20130225
559       GRANBURY TX 76049 1 1   975000.00 3 20130118
560       WESTPORT CT 06880 1 1   2155000.00 3 20121203
561       Severna Park MD 21146 7 1   1229000.00 3 20121119
562       Los Gatos CA 95032 1 1   1740000.00 3 20121130
563       HOUSTON TX 77025 7 1   1875000.00 3 20121102
564       HIGHLAND MD 20777 7 1   1025000.00 3 20121213
565       ARLINGTON VA 22205 1 1   1280000.00 3 20130104
566     100.000000 MONTAUK NY 11954 1 2 950000.00 950000.00 3 20121210
567       NAPLES FL 34102 1 1   950000.00 3 20121015
568       EVANSTON IL 60201 1 1   2470000.00 3 20121229
569       NAPERVILLE IL 60563 7 1   1650000.00 3 20121107
570       MAITLAND FL 32751 1 1   975000.00 3 20130305
571     100.000000 LONG BEACH CA 90803 7 1 1700000.00 1700000.00 3 20130306
572       CAMARILLO CA 93010 7 1   1100000.00 3 20130227
573       SALT LAKE CITY UT 84102 1 1   775000.00 3 20130219
574     100.000000 CAMARILLO CA 93012 7 1 1160000.00 1160000.00 3 20130215
575     100.000000 HOUSTON TX 77005 1 1 770000.00 789000.00 3 20130223
576       CORONADO CA 92118 13 1   1400000.00 3 20130218
577       MOORPARK CA 93021 7 1   1220000.00 3 20130221
578       TAHOE CITY CA 96145 7 2   890000.00 3 20130221
579       STEVENSON RANCH CA 91381 7 1   890000.00 3 20130131
580       HUNTINGTON BEACH CA 92648 1 1   1000000.00 3 20130301
581       LOS ANGELES CA 90019 1 1   1220000.00 3 20130131
582       WALNUT CREEK CA 94596 7 1   1400000.00 3 20130205
583     100.000000 COVINA CA 91724 1 1 1250000.00 1100000.00 3 20130129
584       HOUSTON TX 77024 7 1   1192000.00 3 20130125
585       HIGHLANDS RANCH CO 80126 7 1   865000.00 3 20130211
586       SHERMAN OAKS CA 91403 1 1   1120000.00 3 20130128
587       SAN CLEMENTE CA 92673 7 1   1035500.00 3 20130110
588       SACRAMENTO CA 95816 1 1   1150000.00 3 20121220
589       LAS VEGAS NV 89128 7 1   792000.00 3 20121208
590       ST. LOUIS MO 63124 7 1   1500000.00 3 20121116
591       Poway CA 92064 1 1   1334000.00 3 20130204
592       MILPITAS CA 95035 1 1   1040000.00 3 20130222
593       CARMEL CA 93923 1 1   650000.00 3 20130108
594       MILL VALLEY CA 94941 1 1   1750000.00 3 20130117
595     100.000000 SAN FRANCISCO CA 94127 1 1 1700000.00 1645000.00 3 20130122

 

  129 130 131 132 133 134 135 136 137 138
  Original Automated
Valuation Model
(AVM) Model Name
Original AVM
Confidence Score
Most Recent
Property Value2
Most Recent
Property Valuation
Type
Most Recent
Property Valuation
Date
Most Recent AVM
Model Name
Most Recent AVM
Confidence Score
Original CLTV Original LTV Original Pledged
Assets
1               0.637500 0.637500 0
2               0.529400 0.529400 0
3               0.800000 0.800000 0
4               0.550000 0.550000 0
5               0.747800 0.747800 0
6               0.800000 0.800000 0
7               0.700000 0.700000 0
8               0.800000 0.800000 0
9               0.500000 0.500000 0
10               0.749400 0.749400 0
11               0.700000 0.700000 0
12               0.731300 0.731300 0
13               0.678500 0.678500 0
14               0.800000 0.800000 0
15               0.700000 0.700000 0
16               0.493800 0.493800 0
17               0.750000 0.750000 0
18               0.750000 0.750000 0
19               0.645100 0.645100 0
20               0.800000 0.800000 0
21               0.750000 0.750000 0
22               0.514200 0.514200 0
23               0.800000 0.800000 0
24               0.800000 0.800000 0
25               0.750000 0.750000 0
26               0.800000 0.800000 0
27               0.640800 0.640800 0
28               0.611500 0.611500 0
29               0.411700 0.411700 0
30               0.800000 0.800000 0
31               0.696000 0.696000 0
32               0.750000 0.750000 0
33               0.800000 0.800000 0
34               0.750000 0.750000 0
35               0.717300 0.717300 0
36               0.696700 0.696700 0
37               0.800000 0.800000 0
38               0.696900 0.696900 0
39               0.683200 0.625600 0
40               0.782300 0.782300 0
41               0.750000 0.750000 0
42               0.800000 0.800000 0
43               0.700000 0.700000 0
44               0.800000 0.800000 0
45               0.750000 0.750000 0
46               0.800000 0.800000 0
47               0.770200 0.770200 0
48               0.695800 0.604500 0
49               0.750000 0.750000 0
50               0.530600 0.530600 0
51               0.693600 0.693600 0
52               0.719700 0.719700 0
53               0.769200 0.769200 0
54               0.649300 0.649300 0
55               0.800000 0.800000 0
56               0.800000 0.800000 0
57               0.772200 0.772200 0
58               0.650000 0.650000 0
59               0.800000 0.800000 0
60               0.772700 0.772700 0
61               0.576100 0.414800 0
62               0.681800 0.681800 0
63               0.800000 0.800000 0
64               0.553300 0.553300 0
65               0.682600 0.682600 0
66               0.709300 0.709300 0
67               0.471900 0.328700 0
68               0.800000 0.800000 0
69               0.695600 0.635200 0
70               0.709700 0.709700 0
71               0.800000 0.800000 0
72               0.540500 0.540500 0
73               0.749800 0.749800 0
74               0.750000 0.750000 0
75               0.557600 0.557600 0
76               0.800000 0.800000 0
77               0.799900 0.799900 0
78               0.612400 0.612400 0
79               0.440500 0.440500 0
80               0.361700 0.361700 0
81               0.800000 0.800000 0
82               0.529300 0.529300 0
83               0.799900 0.799900 0
84               0.734300 0.734300 0
85               0.750000 0.750000 0
86               0.727700 0.727700 0
87               0.578200 0.578200 0
88               0.625600 0.625600 0
89               0.674700 0.674700 0
90               0.595500 0.595500 0
91               0.554400 0.438200 0
92               0.797700 0.797700 0
93               0.601200 0.601200 0
94               0.550800 0.350800 0
95               0.541600 0.541600 0
96               0.682300 0.682300 0
97               0.737400 0.737400 0
98               0.800000 0.800000 0
99               0.800000 0.800000 0
100               0.557300 0.557300 0
101               0.591700 0.591700 0
102               0.557400 0.557400 0
103               0.682500 0.682500 0
104               0.800000 0.800000 0
105               0.800000 0.800000 0
106               0.795200 0.795200 0
107               0.800000 0.800000 0
108               0.800000 0.800000 0
109               0.538200 0.538200 0
110               0.798800 0.798800 0
111               0.598100 0.598100 0
112               0.565400 0.565400 0
113               0.784800 0.784800 0
114               0.677900 0.677900 0
115               0.800000 0.800000 0
116               0.800000 0.800000 0
117               0.753900 0.707400 0
118               0.800000 0.800000 0
119               0.800000 0.800000 0
120               0.799900 0.799900 0
121               0.672700 0.672700 0
122               0.725700 0.725700 0
123               0.352800 0.352800 0
124               0.603300 0.603300 0
125               0.800000 0.800000 0
126               0.790100 0.790100 0
127               0.614400 0.614400 0
128               0.594200 0.594200 0
129               0.737700 0.737700 0
130               0.440000 0.440000 0
131               0.722800 0.722800 0
132               0.737800 0.737800 0
133               0.800000 0.800000 0
134               0.700000 0.700000 0
135               0.800000 0.800000 0
136               0.800000 0.800000 0
137               0.800000 0.800000 0
138               0.800000 0.800000 0
139               0.556800 0.556800 0
140               0.319200 0.319200 0
141               0.600000 0.475000 0
142               0.589300 0.589300 0
143               0.650000 0.650000 0
144               0.749400 0.749400 0
145               0.544700 0.544700 0
146               0.505700 0.445700 0
147               0.800000 0.800000 0
148               0.794500 0.794500 0
149               0.672500 0.590500 0
150               0.781900 0.781900 0
151               0.278300 0.278300 0
152               0.667700 0.667700 0
153               0.800000 0.800000 0
154               0.707500 0.707500 0
155               0.456500 0.456500 0
156               0.800000 0.800000 0
157               0.644800 0.644800 0
158               0.800000 0.800000 0
159               0.595400 0.595400 0
160               0.799800 0.799800 0
161               0.631500 0.631500 0
162               0.552300 0.552300 0
163               0.800000 0.800000 0
164               0.568100 0.568100 0
165               0.749900 0.749900 0
166               0.647200 0.647200 0
167               0.750000 0.750000 0
168               0.773800 0.773800 0
169               0.800000 0.800000 0
170               0.514900 0.514900 0
171               0.800000 0.800000 0
172               0.784000 0.729800 0
173               0.800000 0.800000 0
174               0.696000 0.696000 0
175               0.553500 0.553500 0
176               0.576900 0.576900 0
177               0.700000 0.700000 0
178               0.800000 0.800000 0
179               0.800000 0.800000 0
180               0.734300 0.734300 0
181               0.486400 0.486400 0
182               0.655000 0.655000 0
183               0.799900 0.799900 0
184               0.665000 0.665000 0
185               0.800000 0.800000 0
186               0.763000 0.763000 0
187               0.694400 0.694400 0
188               0.604300 0.604300 0
189               0.800000 0.800000 0
190               0.487800 0.487800 0
191               0.749900 0.749900 0
192               0.784000 0.784000 0
193               0.489500 0.489500 0
194               0.800000 0.800000 0
195               0.691300 0.691300 0
196               0.800000 0.800000 0
197               0.750000 0.750000 0
198               0.798200 0.798200 0
199               0.750000 0.750000 0
200               0.700000 0.700000 0
201               0.800000 0.800000 0
202               0.616900 0.616900 0
203               0.654600 0.654600 0
204               0.800000 0.800000 0
205               0.700000 0.700000 0
206               0.584900 0.584900 0
207               0.375000 0.375000 0
208               0.709600 0.709600 0
209               0.676200 0.676200 0
210               0.800000 0.800000 0
211               0.750000 0.750000 0
212               0.785300 0.785300 0
213               0.800000 0.800000 0
214               0.800000 0.800000 0
215               0.485700 0.485700 0
216               0.711400 0.609300 0
217               0.685400 0.685400 0
218               0.558100 0.558100 0
219               0.660800 0.660800 0
220               0.626900 0.626900 0
221               0.800000 0.800000 0
222               0.723300 0.723300 0
223               0.800000 0.800000 0
224               0.800000 0.800000 0
225               0.800000 0.800000 0
226               0.750000 0.750000 0
227               0.750000 0.750000 0
228               0.580300 0.580300 0
229               0.623000 0.623000 0
230               0.800000 0.800000 0
231               0.716600 0.716600 0
232               0.800000 0.800000 0
233               0.800000 0.800000 0
234               0.775500 0.775500 0
235               0.800000 0.800000 0
236               0.750000 0.750000 0
237               0.747600 0.747600 0
238               0.800000 0.800000 0
239               0.800000 0.800000 0
240               0.581000 0.581000 0
241               0.800000 0.800000 0
242               0.598900 0.383500 0
243               0.800000 0.800000 0
244               0.606300 0.606300 0
245               0.677200 0.677200 0
246               0.800000 0.800000 0
247               0.479000 0.479000 0
248               0.700000 0.700000 0
249               0.777900 0.777900 0
250               0.729500 0.729500 0
251               0.750000 0.750000 0
252               0.716600 0.651800 0
253               0.636800 0.636800 0
254               0.800000 0.800000 0
255               0.711100 0.711100 0
256               0.800000 0.800000 0
257               0.660000 0.660000 0
258               0.650000 0.571600 0
259               0.800000 0.800000 0
260               0.438100 0.286000 0
261               0.750000 0.750000 0
262               0.800000 0.800000 0
263               0.750000 0.750000 0
264               0.772200 0.772200 0
265               0.800000 0.800000 0
266               0.538400 0.396000 0
267               0.777700 0.777700 0
268               0.750000 0.750000 0
269               0.644000 0.644000 0
270               0.790100 0.716000 0
271               0.768600 0.768600 0
272               0.697300 0.697300 0
273               0.410600 0.410600 0
274               0.800000 0.800000 0
275               0.372500 0.372500 0
276               0.591600 0.591600 0
277               0.635000 0.635000 0
278               0.635900 0.635900 0
279               0.799900 0.799900 0
280               0.594000 0.594000 0
281               0.800000 0.736700 0
282               0.575800 0.575800 0
283               0.799900 0.799900 0
284               0.800000 0.800000 0
285               0.426800 0.426800 0
286               0.800000 0.800000 0
287               0.800000 0.800000 0
288               0.357300 0.357300 0
289               0.614800 0.614800 0
290               0.737600 0.737600 0
291               0.692600 0.692600 0
292               0.713600 0.713600 0
293               0.569300 0.569300 0
294               0.598500 0.598500 0
295               0.787300 0.787300 0
296               0.650000 0.650000 0
297               0.724400 0.724400 0
298               0.593800 0.593800 0
299               0.412300 0.412300 0
300               0.800000 0.800000 0
301               0.625400 0.625400 0
302               0.571600 0.571600 0
303               0.312500 0.312500 0
304               0.590900 0.590900 0
305               0.750000 0.750000 0
306               0.800000 0.800000 0
307               0.800000 0.800000 0
308               0.556000 0.556000 0
309               0.712500 0.712500 0
310               0.777200 0.777200 0
311               0.800000 0.800000 0
312               0.708500 0.708500 0
313               0.517500 0.517500 0
314               0.800000 0.800000 0
315               0.615700 0.615700 0
316               0.723900 0.723900 0
317               0.349600 0.349600 0
318               0.584700 0.449100 0
319               0.769100 0.769100 0
320               0.800000 0.800000 0
321               0.582900 0.582900 0
322               0.800000 0.800000 0
323               0.562900 0.562900 0
324               0.265200 0.265200 0
325               0.741900 0.741900 0
326               0.585800 0.585800 0
327               0.776200 0.776200 0
328               0.800000 0.800000 0
329               0.704000 0.704000 0
330               0.800000 0.800000 0
331               0.800000 0.800000 0
332               0.700000 0.700000 0
333               0.731300 0.731300 0
334               0.657600 0.657600 0
335               0.750000 0.750000 0
336               0.800000 0.800000 0
337               0.565700 0.565700 0
338               0.789200 0.789200 0
339               0.650000 0.650000 0
340               0.609000 0.609000 0
341               0.800000 0.800000 0
342               0.422000 0.422000 0
343               0.538900 0.538900 0
344               0.517500 0.517500 0
345               0.797600 0.797600 0
346               0.800000 0.800000 0
347               0.696400 0.651700 0
348               0.800000 0.510100 0
349               0.573000 0.573000 0
350               0.541300 0.541300 0
351               0.589700 0.589700 0
352               0.572100 0.404000 0
353               0.579400 0.579400 0
354               0.800000 0.800000 0
355               0.800000 0.800000 0
356               0.635800 0.635800 0
357               0.670400 0.670400 0
358               0.800000 0.800000 0
359               0.612000 0.612000 0
360               0.791300 0.791300 0
361               0.600000 0.600000 0
362               0.697600 0.697600 0
363               0.738800 0.738800 0
364               0.691100 0.691100 0
365               0.799900 0.799900 0
366               0.771100 0.771100 0
367               0.799600 0.799600 0
368               0.600000 0.600000 0
369               0.793100 0.689600 0
370               0.647800 0.647800 0
371               0.750000 0.750000 0
372               0.485400 0.485400 0
373               0.599700 0.599700 0
374               0.626700 0.626700 0
375               0.617800 0.617800 0
376               0.800000 0.800000 0
377               0.542500 0.446600 0
378               0.650000 0.650000 0
379               0.643000 0.535900 0
380               0.498900 0.498900 0
381               0.650000 0.650000 0
382               0.692700 0.692700 0
383               0.600000 0.600000 0
384               0.585400 0.585400 0
385               0.556000 0.556000 0
386               0.672100 0.672100 0
387               0.700000 0.700000 0
388               0.584200 0.584200 0
389               0.750000 0.750000 0
390               0.700000 0.700000 0
391               0.674800 0.674800 0
392               0.359100 0.359100 0
393               0.405700 0.405700 0
394               0.681600 0.681600 0
395               0.792800 0.792800 0
396               0.725500 0.725500 0
397               0.622000 0.622000 0
398               0.607600 0.607600 0
399               0.645300 0.645300 0
400               0.629400 0.629400 0
401               0.650000 0.650000 0
402               0.800000 0.800000 0
403               0.760800 0.760800 0
404               0.768700 0.768700 0
405               0.800000 0.800000 0
406               0.730400 0.730400 0
407               0.700000 0.700000 0
408               0.800000 0.800000 0
409               0.531800 0.531800 0
410               0.750000 0.750000 0
411               0.700000 0.700000 0
412               0.766400 0.746100 0
413               0.726900 0.726900 0
414               0.471900 0.401300 0
415               0.750000 0.750000 0
416               0.800000 0.800000 0
417               0.634900 0.634900 0
418               0.164500 0.164500 0
419               0.587500 0.587500 0
420               0.750000 0.372600 0
421               0.686500 0.686500 0
422               0.555000 0.555000 0
423               0.621900 0.621900 0
424               0.645500 0.645500 0
425               0.588200 0.588200 0
426               0.728800 0.728800 0
427               0.800000 0.800000 0
428               0.750000 0.750000 0
429               0.800000 0.800000 0
430               0.800000 0.800000 0
431               0.744600 0.744600 0
432               0.373400 0.373400 0
433               0.623600 0.623600 0
434               0.600000 0.600000 0
435               0.725200 0.725200 0
436               0.565300 0.417900 0
437               0.697500 0.697500 0
438               0.621200 0.548400 0
439               0.549700 0.549700 0
440               0.611700 0.611700 0
441               0.687200 0.687200 0
442               0.257600 0.257600 0
443               0.471400 0.439100 0
444               0.700000 0.700000 0
445               0.597000 0.597000 0
446               0.800000 0.800000 0
447               0.595400 0.595400 0
448               0.769700 0.769700 0
449               0.800000 0.800000 0
450               0.452200 0.452200 0
451               0.547600 0.547600 0
452               0.794400 0.794400 0
453               0.750000 0.447300 0
454               0.545500 0.545500 0
455               0.596500 0.596500 0
456               0.800000 0.800000 0
457               0.800000 0.800000 0
458               0.745900 0.544300 0
459               0.547100 0.547100 0
460               0.565700 0.565700 0
461               0.800000 0.800000 0
462               0.526300 0.526300 0
463               0.711600 0.711600 0
464               0.788500 0.788500 0
465               0.592400 0.592400 0
466               0.600000 0.600000 0
467               0.736100 0.634100 0
468               0.588600 0.588600 0
469               0.730200 0.730200 0
470               0.703200 0.703200 0
471               0.564500 0.564500 0
472               0.800000 0.800000 0
473               0.792800 0.792800 0
474               0.594200 0.594200 0
475               0.604400 0.604400 0
476               0.589100 0.589100 0
477               0.776700 0.776700 0
478               0.604500 0.604500 0
479               0.438900 0.438900 0
480               0.800000 0.800000 0
481               0.291000 0.291000 0
482               0.690000 0.576300 0
483               0.745800 0.745800 0
484               0.800000 0.800000 0
485               0.608000 0.608000 0
486               0.800000 0.800000 0
487               0.800000 0.800000 0
488               0.600000 0.600000 0
489               0.706500 0.706500 0
490               0.743500 0.743500 0
491               0.430000 0.430000 0
492               0.751400 0.751400 0
493               0.500000 0.500000 0
494               0.506300 0.506300 0
495               0.667000 0.667000 0
496               0.687100 0.687100 0
497               0.432600 0.432600 0
498               0.661300 0.661300 0
499               0.525700 0.461200 0
500               0.589500 0.589500 0
501               0.795100 0.795100 0
502               0.750000 0.750000 0
503               0.698100 0.698100 0
504               0.527900 0.527900 0
505               0.672700 0.672700 0
506               0.750000 0.750000 0
507               0.394100 0.240300 0
508               0.528300 0.528300 0
509               0.509000 0.509000 0
510               0.574900 0.574900 0
511               0.681800 0.681800 0
512               0.600800 0.600800 0
513               0.767800 0.767800 0
514               0.650000 0.650000 0
515               0.508800 0.508800 0
516               0.572900 0.572900 0
517               0.725200 0.725200 0
518               0.595500 0.522000 0
519               0.679300 0.679300 0
520               0.728600 0.728600 0
521               0.790000 0.790000 0
522               0.636300 0.636300 0
523               0.526400 0.526400 0
524               0.702000 0.702000 0
525               0.605900 0.605900 0
526               0.692300 0.692300 0
527               0.648000 0.600000 0
528               0.666500 0.666500 0
529               0.714300 0.558100 0
530               0.550000 0.550000 0
531               0.550000 0.550000 0
532               0.631300 0.631300 0
533               0.515900 0.515900 0
534               0.650000 0.650000 0
535               0.546400 0.546400 0
536               0.474700 0.474700 0
537               0.750000 0.750000 0
538               0.314200 0.314200 0
539               0.800000 0.800000 0
540               0.800000 0.800000 0
541               0.578000 0.578000 0
542               0.650000 0.650000 0
543               0.526300 0.526300 0
544               0.390200 0.390200 0
545               0.536000 0.536000 0
546               0.500000 0.500000 0
547               0.665100 0.665100 0
548               0.750000 0.750000 0
549               0.746000 0.746000 0
550               0.660000 0.660000 0
551               0.748800 0.602000 0
552               0.785800 0.785800 0
553               0.737000 0.737000 0
554               0.758100 0.758100 0
555               0.697800 0.621200 0
556               0.447800 0.447800 0
557               0.768700 0.768700 0
558               0.717500 0.717500 0
559               0.666100 0.607600 0
560               0.409200 0.409200 0
561               0.750000 0.610200 0
562               0.566600 0.566600 0
563               0.630500 0.630500 0
564               0.719000 0.719000 0
565               0.773400 0.773400 0
566               0.800000 0.800000 0
567               0.534700 0.534700 0
568               0.651400 0.651400 0
569               0.750000 0.750000 0
570               0.601000 0.601000 0
571               0.700000 0.700000 0
572               0.606300 0.606300 0
573               0.732200 0.732200 0
574               0.600000 0.600000 0
575               0.750000 0.750000 0
576               0.558500 0.558500 0
577               0.576200 0.576200 0
578               0.634800 0.634800 0
579               0.800000 0.800000 0
580               0.689000 0.689000 0
581               0.583600 0.583600 0
582               0.650000 0.650000 0
583               0.750000 0.750000 0
584               0.649600 0.649600 0
585               0.649700 0.649700 0
586               0.800000 0.800000 0
587               0.680800 0.680800 0
588               0.590500 0.590500 0
589               0.707000 0.707000 0
590               0.733300 0.733300 0
591               0.422000 0.422000 0
592               0.800000 0.800000 0
593               0.800000 0.800000 0
594               0.627500 0.556100 0
595               0.700000 0.700000 0

 

  139 140 141 142 143 144 145 146 147 148 149
  Mortgage Insurance
Company Name
Mortgage Insurance
Percent
MI: Lender or
Borrower Paid?
Pool Insurance Co.
Name
Pool Insurance Stop
Loss %
MI Certificate
Number
Updated DTI
(Front-end)
Updated DTI
(Back-end)
Modification
Effective Payment
Date
Total Capitalized
Amount
Total Deferred
Amount
1 0 0                  
2 0 0                  
3 0 0                  
4 0 0                  
5 0 0                  
6 0 0                  
7 0 0                  
8 0 0                  
9 0 0                  
10 0 0                  
11 0 0                  
12 0 0                  
13 0 0                  
14 0 0                  
15 0 0                  
16 0 0                  
17 0 0                  
18 0 0                  
19 0 0                  
20 0 0                  
21 0 0                  
22 0 0                  
23 0 0                  
24 0 0                  
25 0 0                  
26 0 0                  
27 0 0                  
28 0 0                  
29 0 0                  
30 0 0                  
31 0 0                  
32 0 0                  
33 0 0                  
34 0 0                  
35 0 0                  
36 0 0                  
37 0 0                  
38 0 0                  
39 0 0                  
40 0 0                  
41 0 0                  
42 0 0                  
43 0 0                  
44 0 0                  
45 0 0                  
46 0 0                  
47 0 0                  
48 0 0                  
49 0 0                  
50 0 0                  
51 0 0                  
52 0 0                  
53 0 0                  
54 0 0                  
55 0 0                  
56 0 0                  
57 0 0                  
58 0 0                  
59 0 0                  
60 0 0                  
61 0 0                  
62 0 0                  
63 0 0                  
64 0 0                  
65 0 0                  
66 0 0                  
67 0 0                  
68 0 0                  
69 0 0                  
70 0 0                  
71 0 0                  
72 0 0                  
73 0 0                  
74 0 0                  
75 0 0                  
76 0 0                  
77 0 0                  
78 0 0                  
79 0 0                  
80 0 0                  
81 0 0                  
82 0 0                  
83 0 0                  
84 0 0                  
85 0 0                  
86 0 0                  
87 0 0                  
88 0 0                  
89 0 0                  
90 0 0                  
91 0 0                  
92 0 0                  
93 0 0                  
94 0 0                  
95 0 0                  
96 0 0                  
97 0 0                  
98 0 0                  
99 0 0                  
100 0 0                  
101 0 0                  
102 0 0                  
103 0 0                  
104 0 0                  
105 0 0                  
106 0 0                  
107 0 0                  
108 0 0                  
109 0 0                  
110 0 0                  
111 0 0                  
112 0 0                  
113 0 0                  
114 0 0                  
115 0 0                  
116 0 0                  
117 0 0                  
118 0 0                  
119 0 0                  
120 0 0                  
121 0 0                  
122 0 0                  
123 0 0                  
124 0 0                  
125 0 0                  
126 0 0                  
127 0 0                  
128 0 0                  
129 0 0                  
130 0 0                  
131 0 0                  
132 0 0                  
133 0 0                  
134 0 0                  
135 0 0                  
136 0 0                  
137 0 0                  
138 0 0                  
139 0 0                  
140 0 0                  
141 0 0                  
142 0 0                  
143 0 0                  
144 0 0                  
145 0 0                  
146 0 0                  
147 0 0                  
148 0 0                  
149 0 0                  
150 0 0                  
151 0 0                  
152 0 0                  
153 0 0                  
154 0 0                  
155 0 0                  
156 0 0                  
157 0 0                  
158 0 0                  
159 0 0                  
160 0 0                  
161 0 0                  
162 0 0                  
163 0 0                  
164 0 0                  
165 0 0                  
166 0 0                  
167 0 0                  
168 0 0                  
169 0 0                  
170 0 0                  
171 0 0                  
172 0 0                  
173 0 0                  
174 0 0                  
175 0 0                  
176 0 0                  
177 0 0                  
178 0 0                  
179 0 0                  
180 0 0                  
181 0 0                  
182 0 0                  
183 0 0                  
184 0 0                  
185 0 0                  
186 0 0                  
187 0 0                  
188 0 0                  
189 0 0                  
190 0 0                  
191 0 0                  
192 0 0                  
193 0 0                  
194 0 0                  
195 0 0                  
196 0 0                  
197 0 0                  
198 0 0                  
199 0 0                  
200 0 0                  
201 0 0                  
202 0 0                  
203 0 0                  
204 0 0                  
205 0 0                  
206 0 0                  
207 0 0                  
208 0 0                  
209 0 0                  
210 0 0                  
211 0 0                  
212 0 0                  
213 0 0                  
214 0 0                  
215 0 0                  
216 0 0                  
217 0 0                  
218 0 0                  
219 0 0                  
220 0 0                  
221 0 0                  
222 0 0                  
223 0 0                  
224 0 0                  
225 0 0                  
226 0 0                  
227 0 0                  
228 0 0                  
229 0 0                  
230 0 0                  
231 0 0                  
232 0 0                  
233 0 0                  
234 0 0                  
235 0 0                  
236 0 0                  
237 0 0                  
238 0 0                  
239 0 0                  
240 0 0                  
241 0 0                  
242 0 0                  
243 0 0                  
244 0 0                  
245 0 0                  
246 0 0                  
247 0 0                  
248 0 0                  
249 0 0                  
250 0 0                  
251 0 0                  
252 0 0                  
253 0 0                  
254 0 0                  
255 0 0                  
256 0 0                  
257 0 0                  
258 0 0                  
259 0 0                  
260 0 0                  
261 0 0                  
262 0 0                  
263 0 0                  
264 0 0                  
265 0 0                  
266 0 0                  
267 0 0                  
268 0 0                  
269 0 0                  
270 0 0                  
271 0 0                  
272 0 0                  
273 0 0                  
274 0 0                  
275 0 0                  
276 0 0                  
277 0 0                  
278 0 0                  
279 0 0                  
280 0 0                  
281 0 0                  
282 0 0                  
283 0 0                  
284 0 0                  
285 0 0                  
286 0 0                  
287 0 0                  
288 0 0                  
289 0 0                  
290 0 0                  
291 0 0                  
292 0 0                  
293 0 0                  
294 0 0                  
295 0 0                  
296 0 0                  
297 0 0                  
298 0 0                  
299 0 0                  
300 0 0                  
301 0 0                  
302 0 0                  
303 0 0                  
304 0 0                  
305 0 0                  
306 0 0                  
307 0 0                  
308 0 0                  
309 0 0                  
310 0 0                  
311 0 0                  
312 0 0                  
313 0 0                  
314 0 0                  
315 0 0                  
316 0 0                  
317 0 0                  
318 0 0                  
319 0 0                  
320 0 0                  
321 0 0                  
322 0 0                  
323 0 0                  
324 0 0                  
325 0 0                  
326 0 0                  
327 0 0                  
328 0 0                  
329 0 0                  
330 0 0                  
331 0 0                  
332 0 0                  
333 0 0                  
334 0 0                  
335 0 0                  
336 0 0                  
337 0 0                  
338 0 0                  
339 0 0                  
340 0 0                  
341 0 0                  
342 0 0                  
343 0 0                  
344 0 0                  
345 0 0                  
346 0 0                  
347 0 0                  
348 0 0                  
349 0 0                  
350 0 0                  
351 0 0                  
352 0 0                  
353 0 0                  
354 0 0                  
355 0 0                  
356 0 0                  
357 0 0                  
358 0 0                  
359 0 0                  
360 0 0                  
361 0 0                  
362 0 0                  
363 0 0                  
364 0 0                  
365 0 0                  
366 0 0                  
367 0 0                  
368 0 0                  
369 0 0                  
370 0 0                  
371 0 0                  
372 0 0                  
373 0 0                  
374 0 0                  
375 0 0                  
376 0 0                  
377 0 0                  
378 0 0                  
379 0 0                  
380 0 0                  
381 0 0                  
382 0 0                  
383 0 0                  
384 0 0                  
385 0 0                  
386 0 0                  
387 0 0                  
388 0 0                  
389 0 0                  
390 0 0                  
391 0 0                  
392 0 0                  
393 0 0                  
394 0 0                  
395 0 0                  
396 0 0                  
397 0 0                  
398 0 0                  
399 0 0                  
400 0 0                  
401 0 0                  
402 0 0                  
403 0 0                  
404 0 0                  
405 0 0                  
406 0 0                  
407 0 0                  
408 0 0                  
409 0 0                  
410 0 0                  
411 0 0                  
412 0 0                  
413 0 0                  
414 0 0                  
415 0 0                  
416 0 0                  
417 0 0                  
418 0 0                  
419 0 0                  
420 0 0                  
421 0 0                  
422 0 0                  
423 0 0                  
424 0 0                  
425 0 0                  
426 0 0                  
427 0 0                  
428 0 0                  
429 0 0                  
430 0 0                  
431 0 0                  
432 0 0                  
433 0 0                  
434 0 0                  
435 0 0                  
436 0 0                  
437 0 0                  
438 0 0                  
439 0 0                  
440 0 0                  
441 0 0                  
442 0 0                  
443 0 0                  
444 0 0                  
445 0 0                  
446 0 0                  
447 0 0                  
448 0 0                  
449 0 0                  
450 0 0                  
451 0 0                  
452 0 0                  
453 0 0                  
454 0 0                  
455 0 0                  
456 0 0                  
457 0 0                  
458 0 0                  
459 0 0                  
460 0 0                  
461 0 0                  
462 0 0                  
463 0 0                  
464 0 0                  
465 0 0                  
466 0 0                  
467 0 0                  
468 0 0                  
469 0 0                  
470 0 0                  
471 0 0                  
472 0 0                  
473 0 0                  
474 0 0                  
475 0 0                  
476 0 0                  
477 0 0                  
478 0 0                  
479 0 0                  
480 0 0                  
481 0 0                  
482 0 0                  
483 0 0                  
484 0 0                  
485 0 0                  
486 0 0                  
487 0 0                  
488 0 0                  
489 0 0                  
490 0 0                  
491 0 0                  
492 0 0                  
493 0 0                  
494 0 0                  
495 0 0                  
496 0 0                  
497 0 0                  
498 0 0                  
499 0 0                  
500 0 0                  
501 0 0                  
502 0 0                  
503 0 0                  
504 0 0                  
505 0 0                  
506 0 0                  
507 0 0                  
508 0 0                  
509 0 0                  
510 0 0                  
511 0 0                  
512 0 0                  
513 0 0                  
514 0 0                  
515 0 0                  
516 0 0                  
517 0 0                  
518 0 0                  
519 0 0                  
520 0 0                  
521 0 0                  
522 0 0                  
523 0 0                  
524 0 0                  
525 0 0                  
526 0 0                  
527 0 0                  
528 0 0                  
529 0 0                  
530 0 0                  
531 0 0                  
532 0 0                  
533 0 0                  
534 0 0                  
535 0 0                  
536 0 0             1/31/2013    
537 0 0                  
538 0 0                  
539 0 0                  
540 0 0                  
541 0 0                  
542 0 0                  
543 0 0                  
544 0 0                  
545 0 0                  
546 0 0                  
547 0 0                  
548 0 0                  
549 0 0                  
550 0 0                  
551 0 0                  
552 0 0                  
553 0 0                  
554 0 0                  
555 0 0                  
556 0 0                  
557 0 0                  
558 0 0                  
559 0 0                  
560 0 0                  
561 0 0                  
562 0 0                  
563 0 0                  
564 0 0                  
565 0 0                  
566 0 0                  
567 0 0                  
568 0 0                  
569 0 0                  
570 0 0                  
571 0 0                  
572 0 0                  
573 0 0                  
574 0 0                  
575 0 0                  
576 0 0                  
577 0 0                  
578 0 0                  
579 0 0                  
580 0 0                  
581 0 0                  
582 0 0                  
583 0 0                  
584 0 0                  
585 0 0                  
586 0 0                  
587 0 0                  
588 0 0                  
589 0 0                  
590 0 0                  
591 0 0                  
592 0 0                  
593 0 0                  
594 0 0                  
595 0 0                  

 

  150 151 152 153 154 155 156 157
  Pre-Modification
Interest (Note) Rate
Pre-Modification P&I
Payment
Pre-Modification
Initial Interest Rate
Change Downward
Cap
Pre-Modification
Subsequent Interest
Rate Cap
Pre-Modification
Next Interest Rate
Change Date
Pre-Modification I/O
Term
Forgiven Principal
Amount
Forgiven Interest
Amount
1                
2                
3                
4                
5                
6                
7                
8                
9                
10                
11                
12                
13                
14                
15                
16                
17                
18                
19                
20                
21                
22                
23                
24                
25                
26                
27                
28                
29                
30                
31                
32                
33                
34                
35                
36                
37                
38                
39                
40                
41                
42                
43                
44                
45                
46                
47                
48                
49                
50                
51                
52                
53                
54                
55                
56                
57                
58                
59                
60                
61                
62                
63                
64                
65                
66                
67                
68                
69                
70                
71                
72                
73                
74                
75                
76                
77                
78                
79                
80                
81                
82                
83                
84                
85                
86                
87                
88                
89                
90                
91                
92                
93                
94                
95                
96                
97                
98                
99                
100                
101                
102                
103                
104                
105                
106                
107                
108                
109                
110                
111                
112                
113                
114                
115                
116                
117                
118                
119                
120                
121                
122                
123                
124                
125                
126                
127                
128                
129                
130                
131                
132                
133                
134                
135                
136                
137                
138                
139                
140                
141                
142                
143                
144                
145                
146                
147                
148                
149                
150                
151                
152                
153                
154                
155                
156                
157                
158                
159                
160                
161                
162                
163                
164                
165                
166                
167                
168                
169                
170                
171                
172                
173                
174                
175                
176                
177                
178                
179                
180                
181                
182                
183                
184                
185                
186                
187                
188                
189                
190                
191                
192                
193                
194                
195                
196                
197                
198                
199                
200                
201                
202                
203                
204                
205                
206                
207                
208                
209                
210                
211                
212                
213                
214                
215                
216                
217                
218                
219                
220                
221                
222                
223                
224                
225                
226                
227                
228                
229                
230                
231                
232                
233                
234                
235                
236                
237                
238                
239                
240                
241                
242                
243                
244                
245                
246                
247                
248                
249                
250                
251                
252                
253                
254                
255                
256                
257                
258                
259                
260                
261                
262                
263                
264                
265                
266                
267                
268                
269                
270                
271                
272                
273                
274                
275                
276                
277                
278                
279                
280                
281                
282                
283                
284                
285                
286                
287                
288                
289                
290                
291                
292                
293                
294                
295                
296                
297                
298                
299                
300                
301                
302                
303                
304                
305                
306                
307                
308                
309                
310                
311                
312                
313                
314                
315                
316                
317                
318                
319                
320                
321                
322                
323                
324                
325                
326                
327                
328                
329                
330                
331                
332                
333                
334                
335                
336                
337                
338                
339                
340                
341                
342                
343                
344                
345                
346                
347                
348                
349                
350                
351                
352                
353                
354                
355                
356                
357                
358                
359                
360                
361                
362                
363                
364                
365                
366                
367                
368                
369                
370                
371                
372                
373                
374                
375                
376                
377                
378                
379                
380                
381                
382                
383                
384                
385                
386                
387                
388                
389                
390                
391                
392                
393                
394                
395                
396                
397                
398                
399                
400                
401                
402                
403                
404                
405                
406                
407                
408                
409                
410                
411                
412                
413                
414                
415                
416                
417                
418                
419                
420                
421                
422                
423                
424                
425                
426                
427                
428                
429                
430                
431                
432                
433                
434                
435                
436                
437                
438                
439                
440                
441                
442                
443                
444                
445                
446                
447                
448                
449                
450                
451                
452                
453                
454                
455                
456                
457                
458                
459                
460                
461                
462                
463                
464                
465                
466                
467                
468                
469                
470                
471                
472                
473                
474                
475                
476                
477                
478                
479                
480                
481                
482                
483                
484                
485                
486                
487                
488                
489                
490                
491                
492                
493                
494                
495                
496                
497                
498                
499                
500                
501                
502                
503                
504                
505                
506                
507                
508                
509                
510                
511                
512                
513                
514                
515                
516                
517                
518                
519                
520                
521                
522                
523                
524                
525                
526                
527                
528                
529                
530                
531                
532                
533                
534                
535                
536 3.7 10356.37       0    
537                
538                
539                
540                
541                
542                
543                
544                
545                
546                
547                
548                
549                
550                
551                
552                
553                
554                
555                
556                
557                
558                
559                
560                
561                
562                
563                
564                
565                
566                
567                
568                
569                
570                
571                
572                
573                
574                
575                
576                
577                
578                
579                
580                
581                
582                
583                
584                
585                
586                
587                
588                
589                
590                
591                
592                
593                
594                
595                

 

  158 159 160 161 162 163 164 165
  Number of
Modifications
Cash To/From Brrw at Closing Brrw - Yrs at in Industry CoBrrw - Yrs at in Industry Junior Mortgage Drawn Amount Maturity Date Primary Borrower Wage Income (Salary) Primary Borrower Wage Income (Bonus)
1     40   0 20430401 43510 0
2     20 15 0 20430501 21750.34 0
3     11 25 0 20430501 5211.54 0
4     15   0 20430501 25833.34 0
5     18 22 0 20430501 14238.67 0
6     32   0 20430501 10325.92 0
7     25 25 0 20430401 4905.25 0
8     10 6 0 20430501 11666.67 0
9     30   0 20430401 60710 0
10     7 20 0 20430401 7697.87 0
11     6.75   0 20430401 15794.48 0
12     13 13 0 20430401 10512 0
13     18 12.5 0 20430501 12500 0
14     17 10 0 20430401 2900 0
15     19   0 20430401 22971 8125
16     26   0 20430401 7999.01 0
17     22 26 0 20430401 7687 0
18     35 18 0 20430401 15798 0
19     19   0 20430401 20000 0
20     15   0 20430501 12500 0
21     5   0 20430401 14000 0
22     19   0 20430401 12500 0
23     27 20 0 20430401 15096 5348
24     18   0 20430401 12916.65 0
25     10   0 20430501 25000 0
26     19 13 0 20430501 6250 0
27     3 0 0 20430501 19833.33 7849.92
28     11 16 0 20430401 14309.75 0
29     39   0 20430401 18766.52 0
30     12 12 0 20430501 11000 0
31     5 8 0 20430401 11250 0
32     15 15 0 20430501 25833.3 0
33     0   0 20430401 13672.25 0
34     22   0 20430501 23333.33 43579.77
35     11   0 20430401 22475.88 0
36     9 8 0 20430401 8028.01 0
37     35   0 20430401 15302.11 0
38     9 9 0 20430401 9999.16 0
39     6   52457 20430401 6250 252.53
40     27 6 0 20430401 10416.67 0
41     8   0 20430501 0 0
42     9   0 20430401 10915.84 0
43     25.75   0 20430401 33333.34 159348.1
44     8   0 20430501 22500 0
45     8 15 0 20430401 15154 6048
46     4.5   0 20430501 13033.79 7512.08
47     14   0 20430401 21666.66 0
48     18   35103 20430501 36448.79 0
49     5 2 0 20430401 16214.42 0
50     10   0 20430501 33806.67 0
51     10   0 20430401 16666.67 0
52     21 5 0 20430401 12083.34 0
53     17 15 0 20430501 18000 0
54     25 21 0 20430401 15450 0
55     7 12.5 0 20430401 11750 2927.53
56     4 10 0 20430501 11531.25 0
57     14 8 0 20430401 15316.67 0
58     17   0 20430501 9171.06 0
59     20.25   0 20430401 8038.75 4063.13
60     5   0 20430401 48788.75 0
61     19   250000 20430401 58786.25 0
62     16 16 0 20430501 56319.49 0
63     6 5.5 0 20430501 11104.16 0
64     27.5   0 20430401 20124 0
65     17   0 20430401 10750 0
66     18 8 0 20430501 16666.66 0
67     25   268992 20430401 30416.66 0
68     13   0 20430501 15166.67 0
69     15 8.5 50000 20430401 7492.5 0
70     13   0 20430501 18750 0
71     9 12 0 20430401 14300 0
72     21   0 20430401 31468.7 0
73     10 10 0 20430401 12886.62 0
74     5   0 20430401 18333.34 0
75     11 0 0 20430401 19166.66 0
76     8   0 20430401 12500 0
77     20   0 20430401 16666.67 16865.86
78     15 25 0 20430401 14166.66 0
79     15 12 0 20430401 39951.75 0
80     0   0 20430401 2169.67 0
81     3.5 3.5 0 20430401 0 0
82     11   0 20430401 10500 1991.92
83     15 5 0 20430401 15269.36 0
84     5 15 0 20430501 11250 0
85     23   0 20430401 41635.4 0
86     21   0 20430501 14890 0
87     10   0 20430501 20239.38 0
88     23   0 20430401 9277.35 0
89     18 8 0 20430401 10002.5 0
90     13.5   0 20430501 34734.85 0
91     24   171517 20430501 14567.77 0
92     4.75   0 20430401 22000.12 0
93     18   0 20430501 20705.66 18999.58
94     46   498632.72 20430401 40246.3 0
95     24   0 20430401 15600 1416.67
96     8   0 20430501 18333.33 0
97     17   0 20430401 8903.57 0
98     31 15 0 20430401 24583.33 0
99     5 5.75 0 20430401 11250 0
100     20 14 0 20430401 23333.33 0
101     30   0 20430401 24432.31 0
102     12   0 20430501 15746.49 0
103     24 9 0 20430401 16033.34 0
104     3.25 4 0 20430501 17500 0
105     16   0 20430401 20800 0
106     6   0 20430401 11250 6715
107     15   0 20430501 15416.67 0
108     14.5 5 0 20430401 11250 33730.75
109     27   0 20430501 11831.73 0
110     2.5 1.25 0 20430401 11916.67 0
111     6   0 20430401 15833.34 0
112     35   0 20430401 27373.62 0
113     30   0 20430501 13816.5 1981.65
114     12 12 0 20430401 20994.92 0
115     30   0 20430401 33416.67 16678.48
116     12.75 11.75 0 20430401 11649.73 0
117     5   43750 20430501 29767.67 0
118     8 4 0 20430501 8419.17 0
119     15   0 20430401 20000 0
120     20   0 20430401 17916 0
121     21 17 0 20430401 16666 0
122     15.5 14 0 20430401 24200 0
123     52 16 0 20430401 5982.44 0
124     11 8 0 20430401 10416.66 3500
125     30 14 0 20430401 28165.3 0
126     9   0 20430401 30099.04 0
127     11   0 20430401 16377.21 0
128     17   0 20430501 12789.3 0
129     19 20 0 20430401 12719.58 0
130     0   0 20430401 9784.04 0
131     10   0 20430401 49562.79 0
132     15 13 0 20430401 8925.28 0
133     28 3 0 20430401 19066.67 0
134     38 20 0 20430401 7137.87 0
135     7 10 0 20430401 8848.33 0
136     20.5 22.5 0 20430501 7927.24 2169.58
137     9.75 5.5 0 20430401 11605 0
138     13 4 0 20430401 11900 845.14
139     20   0 20430401 37575.67 0
140     20 20 0 20430401 0 0
141     27 29 34086 20430401 14333.34 0
142     28   0 20430401 21941.92 0
143     15   0 20430401 17801.88 0
144     29 25 0 20430401 39583.33 0
145     24   0 20430501 47725.33 0
146     34 16 84000 20430401 21009.6 0
147     9   0 20430401 13333.34 0
148     13.75 23.5 0 20430401 8335.73 0
149     15   96831 20430401 7416.67 0
150     20   0 20430401 47419.5 0
151     13   0 20430401 20833 8333
152     18   0 20430401 31377.79 0
153     11   0 20430401 14583.34 0
154     35   0 20430401 10887.97 0
155     0   0 20430401 63537.94 0
156     10 8 0 20430401 9583.38 0
157     8   0 20430401 14806.2 4159.21
158     2 20 0 20430401 1633 0
159     18   0 20430401 14833.87 0
160     9   0 20430401 10000 11838.19
161     3   0 20430501 14166.48 0
162     14   0 20430401 14744.08 4467.63
163     12 8 0 20430401 14542.93 1416.66
164     35   0 20430401 29166.67 0
165     25 12 0 20430401 14170.25 0
166     35   0 20430501 11043 18068
167     16   0 20430401 21666.66 0
168     21 5 0 20430401 15426.28 0
169     7 7 0 20430401 18324 0
170     20   0 20430401 26418.58 0
171     12   0 20430401 23694.71 0
172     10 11 43434 20430401 18750 0
173     6   0 20430401 36214.46 0
174     19   0 20430401 15757.21 0
175     30 24 0 20430501 9893 0
176     30 21 0 20430501 22370.75 0
177     30   0 20430401 15834 0
178     8 5 0 20430401 9583.31 0
179     10   0 20430401 20000 12639.17
180     6 4 0 20430401 8453.97 0
181     39   0 20430401 28166.67 0
182     20   0 20430401 41886.69 0
183     25.5   0 20430401 12958.33 0
184     34   0 20430401 20000 0
185     20 18 0 20430401 11333.76 0
186     0 3 0 20430501 0 0
187     9   0 20430401 22256.04 0
188     10   0 20430401 24601.89 0
189     6   0 20430401 17083.34 0
190     8   0 20430401 12500 15677.16
191     13   0 20430401 20011 0
192     18 9 0 20430401 10726.49 4549.21
193     9   0 20430401 15476.46 0
194     3 3 0 20430401 10833.33 0
195     25   0 20430401 33333 9875
196     13 10 0 20430501 9446 0
197     19   0 20430401 14333.33 0
198     15   0 20430401 6500 35450.38
199     15 7 0 20430401 12620.63 0
200     18   0 20430401 60440.25 0
201     13   0 20430401 5416.67 0
202     4.5   0 20430401 11666.67 0
203     14   0 20430401 27767.13 0
204     19 10 0 20430401 17027.14 0
205     30   0 20430401 16666.66 5500
206     17   0 20430401 12301.75 0
207     20   0 20430401 32580.21 15433.69
208     0   0 20430401 2233.8 0
209     0.5 15 0 20430401 11250 0
210     5   0 20430401 14583.34 0
211     12 22 0 20430401 27102.64 50913.84
212     20   0 20430401 14735.41 0
213     25 10 0 20430401 14629.62 0
214     22   0 20430401 17102.02 0
215     14 19 0 20430401 14391.56 0
216     20 15 84756 20430401 4731.81 0
217     13   0 20430401 10810.54 0
218     0   0 20430401 10147 0
219     20   0 20430401 19909.86 0
220     13 11 0 20430401 52553.17 0
221     12   0 20430401 26938.88 0
222     10   0 20430401 14541.68 0
223     15.5 12.5 0 20430401 8834.16 0
224     21 10 0 20430401 3333.35 0
225     21   0 20430401 38263.42 0
226     0.5 28 0 20430401 2532.64 0
227     21   0 20430401 29165 0
228     14 6 0 20430401 18762.08 0
229     12 15 0 20430401 7704.59 0
230     15   0 20430401 14583 12791.67
231     16   0 20430401 94646.34 0
232     22   0 20430401 8056.86 2047.73
233     15 15 0 20430401 13494.97 0
234     13 10 0 20430401 11291.68 0
235     7 4.5 0 20430401 10311.51 0
236     16   0 20430401 13250 0
237     35   0 20430301 50000 0
238     4 4 0 20430401 35717.8 0
239     2   0 20430401 20165.02 0
240     15 12 0 20430401 1091.67 0
241     20 16 0 20430401 10416.67 0
242     40 33 396113 20430401 2603.13 0
243     21   0 20430401 13333.34 0
244     31   0 20430401 24999.99 0
245     4   0 20430401 9715.34 0
246     15 12 0 20430401 12813.66 0
247     11 5 0 20430401 24932.63 0
248     26   0 20430401 2774 0
249     10 12 0 20430401 9166.66 0
250     28   0 20430401 21083.34 0
251     15   0 20430401 17235.18 0
252     15   62193 20430401 18638.71 0
253     20 15 0 20430301 14979.17 0
254     6 10 0 20430401 20000 11110.49
255     9 15 0 20430501 16666.66 5508.29
256     1 7 0 20430401 7402.79 0
257     10 3 0 20430401 5808.04 0
258     30 25 94000 20430401 10658.35 0
259     21   0 20430401 18550 0
260     24   208667 20430401 33574.19 0
261     16   0 20430401 11274.29 0
262     23   0 20430401 7140.5 0
263     17   0 20430401 39017.9 0
264     11 7 0 20430401 8333.33 0
265     10 10 0 20430401 14166.66 0
266     19   223192 20430401 8333.33 0
267     15   0 20430401 26350 0
268     20   0 20430401 10999.99 0
269     13   0 20430401 15574 0
270     18   59024 20430401 9808.33 0
271     9 18 0 20430401 9166.66 0
272     10 10.25 0 20430401 8809.78 0
273     10 27 0 20430401 25000 0
274     7   0 20430401 28987.21 0
275     7   0 20430501 59551.25 0
276     20   0 20430401 18750.03 0
277     15 10 0 20430401 7427.66 0
278     0 16 0 20430401 0 0
279     11 6 0 20430401 15581.29 0
280     19   0 20430401 13378.66 0
281     6.75   50000 20430401 13337.68 0
282     12   0 20430401 43439.07 0
283     13   0 20430401 27500.98 0
284     20 0 0 20430401 29583.34 0
285     16 15 0 20430301 10218.18 0
286     10 10 0 20430401 11623.16 2975.75
287     20 16 0 20430301 11716.66 0
288     25   0 20430301 10479.58 0
289     11 0 0 20430401 42019.24 0
290     2.5   0 20430401 16125.5 0
291     25 25 0 20430401 19985.08 0
292     4   0 20430301 11041.66 0
293     14 11 0 20430401 22083.33 14208.33
294     16 6.5 0 20430501 19503.54 0
295     3.5 3 0 20430401 14895.83 0
296     8   0 20430401 14869.16 0
297     10   0 20430401 10737.51 0
298     11 11 0 20430401 13539.46 0
299     19 0 0 20430401 5964.55 0
300     13   0 20430401 10416.66 0
301     0 10 0 20430401 0 0
302     5 9 0 20430401 9168.33 0
303     5   0 20430401 17545.79 0
304     8   0 20430501 14583.34 0
305     10 27 0 20430401 10610.17 0
306     24   0 20430401 13934.37 0
307     25   0 20430401 21666.66 0
308     41   0 20430401 20500 0
309     11 7 0 20430401 9570.47 0
310     5   0 20430401 18333.33 0
311     44   0 20430401 22916.66 0
312     23   49539.4 20430401 11597 0
313     24   0 20430401 33203.66 0
314     7   0 20430401 25720.1 0
315     10 0 0 20430401 4166 0
316     15   0 20430401 185803.69 0
317     45   0 20430501 22669.45 0
318     17   240000 20430401 11576 2511.25
319     26   0 20430401 8333.32 0
320     20   0 20430401 79662.92 0
321     15 11 0 20430401 19166.74 0
322     27   0 20430401 19146 0
323     29   0 20430501 19813.73 0
324     25   0 20430401 16666.66 0
325     6   0 20430401 8541.66 0
326     19   0 20430401 14166.66 0
327     20   0 20430401 14639.73 0
328     30   0 20430401 38116.5 0
329     20   0 20430401 10700 0
330     20 21 0 20430401 10128.67 0
331     10   0 20430501 49066.66 0
332     13   0 20430401 27916.67 0
333     27   0 20430501 132042 0
334     0 23 0 20430401 0 0
335     27   0 20430401 19552.09 4016.12
336     14 5 0 20430301 9166.22 0
337     15   0 20430401 15613.87 0
338     12 8 0 20430501 6152.71 0
339     19 5.75 0 20430401 16575.87 0
340     34 31 0 20430401 22642 0
341     10   0 20430401 20833.32 0
342     0   0 20430401 28373.87 0
343     10   0 20430401 19666 0
344     21   0 20430401 10833.33 5000
345     5.5 3 0 20430401 10121 0
346     38 0 0 20430401 14464.46 0
347     1 0.25 40366 20430401 13333.34 0
348     29   401951 20430401 13743.07 4482.17
349     10 10 0 20430401 8000 0
350     19 29 0 20430401 13750 0
351     13   0 20430401 12906.26 0
352     17.5   289046.94 20430401 14583.33 0
353     27   0 20430401 16634.54 0
354     18   0 20430401 33171.19 0
355     9   0 20430401 12500 0
356     20 35 0 20430401 12185.6 0
357     10   0 20430401 12977.5 0
358     11   0 20430501 52697.12 0
359     3   0 20430401 13364 0
360     36   0 20430401 9789.94 0
361     11   0 20430401 40448.84 0
362     16 16 0 20430401 3800 0
363     28 20 0 20430301 25000 23237.54
364     24   0 20430401 11250 8000
365     4.5 15 0 20430401 6387 0
366     30   0 20430401 12018.93 0
367     12 3 0 20430401 9983.33 0
368     32   0 20430401 34196.37 0
369     15 15 150000 20430401 18750 0
370     12   0 20430401 34666.67 0
371     9.25   0 20430401 17111 0
372     23   0 20430401 0 0
373     25   0 20430401 12708.32 3583.33
374     14 23 0 20430401 20375 0
375     13 8 0 20430401 20195 0
376     52   0 20430301 13650.82 0
377     25 6 150000 20430401 14375 0
378     21   0 20430401 51310.5 0
379     20 33 200000 20430401 15833.34 1375
380     5   0 20430401 20833.33 0
381     30   0 20430301 47734.46 0
382     12.5 10 0 20430401 8930.02 0
383     20   0 20430401 16666.66 0
384     11   0 20430401 419650.03 0
385     20   0 20430401 14583.34 0
386     14   0 20430401 20833.33 61090.07
387     8   0 20430501 80807.5 0
388     17   0 20430401 30000 0
389     35   0 20430401 25707.75 23547.83
390     18 20 0 20430301 10684.08 0
391     25   0 20430301 11656.67 0
392     24 48 0 20430401 779.83 0
393     18   0 20430401 16666.66 0
394     13.5   0 20430401 18333.32 22666.66
395     29   0 20430401 7008 0
396     11   0 20430401 18829.87 0
397     12   0 20430401 12308.34 7857.65
398     16   0 20430401 11041.65 0
399     15 10 0 20430301 13970.66 0
400     27   0 20430401 13150.62 5678.04
401     11   0 20430401 15833.33 2083.33
402     28 5.75 0 20430301 24858.45 0
403     20 2 0 20430301 22427.65 0
404     22 21 0 20430401 8750 0
405     3 2 0 20430501 14166.66 0
406     13   0 20430401 32570 0
407     28   0 20430301 36830.5 0
408     10 20 0 20430401 7849.46 0
409     25 25 0 20430401 12300 0
410     5   0 20430401 2764.92 0
411     7 16 0 20430401 1251.79 0
412     40   9901 20430401 11565.9 0
413     20   0 20430301 36752 0
414     15   120000 20430401 20289.83 0
415     12 15 0 20430401 14520.85 2608.47
416     4 5 0 20430401 12083.33 0
417     3   0 20430401 37498 0
418     20 20 0 20430501 10991 0
419     16   0 20430401 16666.66 0
420     26 9 414914 20430401 9013.75 0
421     6   0 20430401 20763.29 0
422     29   0 20430401 30973.23 0
423     33   0 20430401 30333.33 0
424     0   0 20430401 3109.96 0
425     0   0 20430401 6471.84 0
426     11.5   0 20430301 27083.34 0
427     6   0 20430401 29166.66 0
428     10 10 0 20430301 10321.69 0
429     10   0 20430401 14583.34 0
430     20   0 20430401 15362.85 0
431     20   0 20430401 11961.26 2083.33
432     14 6 0 20430401 10875 0
433     5 30 0 20430401 5000 0
434     6   0 20430401 25000 0
435     16 16 0 20430401 9095.01 0
436     27 23 247000 20430501 12152 0
437     25   0 20430401 35124.17 0
438     0 8 120000 20430401 0 0
439     22 12 0 20430401 3559.63 0
440     14   0 20430401 46047.58 0
441     12   0 20430401 14583.33 0
442     10   0 20430401 0 0
443     15 14 50000 20430401 10130.38 0
444     12   0 20430501 14704.58 0
445     0   0 20430401 2178.78 0
446     32   0 20430401 36000 0
447     7   0 20430401 29655.2 0
448     2 3 0 20430401 47916.67 0
449     18   129994.58 20430401 25000 0
450     14   0 20430401 16666 0
451     12.25 10.5 0 20430401 7718.76 0
452     30   0 20430401 11250.01 0
453     18 20 575000 20430401 40485.67 0
454     21 10 0 20430401 22624.33 0
455     23 18.75 0 20430301 13466.68 2094.33
456     12 8 0 20430401 33333.33 0
457     6 10 0 20430401 6250 0
458     33 37 37783 20430401 9224 0
459     30 20 0 20430401 11816.67 0
460     0   0 20430401 21452.59 0
461     12   0 20430301 22394.88 0
462     23 17 0 20430401 25452 0
463     12 2.25 0 20430301 14083.33 0
464     15   0 20430401 12171.99 0
465     9 2 0 20430401 34204.3 0
466     7   0 20430301 16064.92 0
467     25 24 2098 20430301 18291.76 0
468     6 12 0 20430401 9753.38 5248.78
469     0 14 0 20430401 0 0
470     7   0 20430501 16632.78 0
471     15   0 20430401 12916.67 27982.08
472     20   0 20430401 14500 0
473     8   0 20430301 10833.04 0
474     15   0 20430401 10410.42 0
475     30 30 0 20430401 11348.48 0
476     22 14 0 20430401 8903.25 0
477     0   0 20430301 0 0
478     15   0 20430401 17916.67 0
479     34 25 0 20430401 9875 0
480     20   0 20430301 11699.43 0
481     17   0 20430401 15164.61 0
482     16   30516 20430401 45191.25 0
483     30   0 20430401 38293.95 0
484     15   0 20430401 11057 0
485     45 30 0 20430301 17275.99 0
486     5 5 0 20430401 12033.33 0
487     12 3.5 0 20430301 21395.83 0
488     22   0 20430401 3000 17194.2
489     15   0 20430301 28927.92 0
490     13 8 0 20430401 12146.33 0
491     20 22 0 20430401 22588.33 16138.39
492     27 2 0 20430401 7330.26 0
493     26   0 20430401 17165.67 0
494     0   0 20430301 18750 0
495     3.25   0 20430501 23731.83 0
496     8 26 0 20430401 2228.5 0
497     33   0 20430401 49684 0
498     41   0 20430401 25926.64 0
499     10   100000 20430301 38883.77 0
500     21   0 20430401 22884.31 0
501     14 6 0 20430301 15666.67 0
502     5   0 20430401 17055.66 0
503     0   0 20430401 2563 0
504     0   0 20430401 5466.93 0
505     23   0 20430401 8696.83 0
506     9   0 20430401 22916.67 19993.75
507     47   197484 20430301 11106.69 0
508     39   0 20430301 17751.06 0
509     12 9 0 20430401 16666.68 0
510     2 0 0 20430401 44470.5 0
511     18 20 0 20430201 26818.88 0
512     15 15 0 20430201 0 0
513     15 13 0 20430201 31166.66 0
514     50   0 20430401 45176.7 0
515     0   0 20430401 9211.5 0
516     15   0 20430401 18750.01 0
517     16 0 0 20430401 12075.02 5179.17
518     34   28536 20430401 8882.67 0
519     30   0 20430401 47608 0
520     20   0 20430301 29165.98 0
521     13 13 0 20430401 4662.08 0
522     3 22 0 20430401 9073.98 0
523     28   0 20430401 36800 0
524     18   0 20330501 0 0
525     8 8 0 20430501 0 0
526     18   0 20330301 19000 0
527     11 9 120000 20330301 54816.83 0
528     10   0 20330301 11656 0
529     20 14 250000 20330401 8636 0
530     40 30 0 20330301 31333 0
531     40 30 0 20330301 31333.25 0
532     17 5 0 20330301 20833.33 0
533     19 19 0 20430201 11777 0
534     15   0 20430301 49500.33 0
535     13 5 0 20430401 15000 4015
536 1   16   0 20421201 24000 43083.33
537     14   0 20430101 20833.34 0
538     0.75   0 20430401 46453.83 0
539     35.5   0 20430301 18039.97 13082.28
540     12   0 20430401 34533 0
541     10   0 20430201 21666.67 0
542     7   0 20430401 12530.42 0
543     0   0 20430201 41666.66 0
544     44   0 20430101 12000 1435
545     2   0 20430101 47233.33 0
546     0   0 20430401 110716.85 0
547     5   0 20430401 21064 2191.96
548     20 4 0 20430401 27284.64 0
549     4.5   0 20430301 21470.83 7507.8
550     18   0 20430301 16666.66 0
551     20 18 174000 20430401 20833.34 0
552     14 13 0 20430401 14682.56 0
553     12   0 20430401 12500 13583.33
554     20   0 20430501 20833.34 0
555     31   180000 20430301 23752.26 8416.67
556     0 35 0 20430301 0 0
557     14   0 20430401 42716.21 0
558     11.75   0 20430401 20833.34 0
559     30   29870 20430401 13361.74 0
560     11   0 20430401 15000 0
561     1.5 0 171750 20430301 54977.3 0
562     34   0 20430401 23076.54 0
563     11   0 20430201 82695.92 0
564     9.5   0 20430201 23154.17 0
565     25 19.25 0 20430201 12032.08 0
566     15   0 20430501 26529.96 0
567     28   0 20430301 33041.67 0
568     24 10 0 20430401 96197.96 0
569     16   0 20430401 20833.33 36908.79
570     8.5   0 20430401 12800.22 0
571     0   0 20430401 0 0
572     26 28 0 20430401 13583.33 0
573     8.5   0 20430401 14000 0
574     10 10 0 20430401 6562.23 0
575     12   0 20430401 16362.33 0
576     29   0 20430401 12454 0
577     15   0 20430401 12528 2428
578     15   0 20430401 52721.47 0
579     26 8 0 20430501 9048 0
580     14 16 0 20430401 7498.18 0
581     11   0 20430401 10606.95 0
582     38 38 0 20430401 30061.23 0
583     12 12 0 20430401 21283.66 0
584     9 4 0 20430401 59138.67 0
585     10 0 0 20430401 17083.33 0
586     30   0 20430401 16333.33 0
587     0   0 20430401 10441.8 0
588     17 35 0 20430301 18025.58 0
589     14   0 20430301 16330.67 0
590     14 14 0 20430401 18449.75 0
591     31   0 20430401 16251.83 9844.45
592     17   0 20430401 16804.4 0
593     6 5 0 20430301 6779.5 0
594     2   122858.14 20430301 1795.25 0
595     4 6 0 20430301 6972.63 0

 

  166 167 168 169 170 171 172
  Primary Borrower Wage Income (Commission) Co-Borrower Wage Income (Salary) Co-Borrower Wage Income (Bonus) Co-Borrower Wage Income (Commission) Originator Doc Code RWT Income Verification RWT Asset Verification
1 0 0 0 0 Full Two Years Two Months
2 0 35804.17 0 0 Full Two Years Two Months
3 0 16308.34 4216.67 0 Full Two Years Two Months
4 0 0 0 0 Full Two Years Two Months
5 0 0 0 0 Full Two Years Two Months
6 0 5808 0 0 Full Two Years Two Months
7 0 5305.74 0 0 Full Two Years Two Months
8 0 8571.33 0 0 Full Two Years Two Months
9 0 0 0 0 Full Two Years Two Months
10 0 7464.74 0 0 Full Two Years Two Months
11 0 0 0 0 Full Two Years Two Months
12 0 12702.34 0 0 Full Two Years Two Months
13 0 2500 0 0 Full Two Years Two Months
14 25322.96 2384.12 0 0 Full Two Years Two Months
15 0 0 0 0 Full Two Years Two Months
16 9316.94 0 0 0 Full Two Years Two Months
17 0 21560.36 0 0 Full Two Years Two Months
18 0 8616 0 0 Full Two Years Two Months
19 0 0 0 0 Full Two Years Two Months
20 0 0 0 0 Full Two Years Two Months
21 0 0 0 0 Full Two Years Two Months
22 0 0 0 0 Full Two Years Two Months
23 0 0 0 0 Full Two Years Two Months
24 0 0 0 0 Full Two Years Two Months
25 0 0 0 0 Full Two Years Two Months
26 0 8411 0 0 Full Two Years Two Months
27 0 0 0 0 Full Two Years Two Months
28 0 0 0 0 Full Two Years Two Months
29 0 0 0 0 Full Two Years Two Months
30 0 3171.63 0 0 Full Two Years Two Months
31 0 10129.17 0 0 Full Two Years Two Months
32 0 20540.04 0 0 Full Two Years Two Months
33 0 838.8 0 0 Full Two Years Two Months
34 0 0 0 0 Full Two Years Two Months
35 0 0 0 0 Full Two Years Two Months
36 0 4263.32 0 0 Full Two Years Two Months
37 0 0 0 0 Full Two Years Two Months
38 0 5893.33 0 0 Full Two Years Two Months
39 8009.83 0 0 0 Full Two Years Two Months
40 0 7083.33 0 0 Full Two Years Two Months
41 0 35462 0 0 Full Two Years Two Months
42 0 0 0 0 Full Two Years Two Months
43 0 0 0 0 Full Two Years Two Months
44 0 0 0 0 Full Two Years Two Months
45 10339 0 0 0 Full Two Years Two Months
46 0 0 0 0 Full Two Years Two Months
47 0 0 0 0 Full Two Years Two Months
48 0 0 0 0 Full Two Years Two Months
49 0 5083.33 0 0 Full Two Years Two Months
50 0 0 0 0 Full Two Years Two Months
51 0 0 0 0 Full Two Years Two Months
52 0 10300 0 0 Full Two Years Two Months
53 0 21236.5 0 0 Full Two Years Two Months
54 0 7952 0 0 Full Two Years Two Months
55 0 9416.68 673.74 0 Full Two Years Two Months
56 0 9806.46 0 0 Full Two Years Two Months
57 0 5583.07 0 0 Full Two Years Two Months
58 0 0 0 0 Full Two Years Two Months
59 0 0 0 0 Full Two Years Two Months
60 0 0 0 0 Full Two Years Two Months
61 0 0 0 0 Full Two Years Two Months
62 0 23942.14 0 0 Full Two Years Two Months
63 0 6516.67 0 0 Full Two Years Two Months
64 0 0 0 0 Full Two Years Two Months
65 0 0 0 0 Full Two Years Two Months
66 0 13424.78 0 0 Full Two Years Two Months
67 0 0 0 0 Full Two Years Two Months
68 0 0 0 0 Full Two Years Two Months
69 0 10000 0 0 Full Two Years Two Months
70 0 0 0 0 Full Two Years Two Months
71 0 11666.66 0 0 Full Two Years Two Months
72 0 0 0 0 Full Two Years Two Months
73 0 12990.84 0 0 Full Two Years Two Months
74 0 0 0 0 Full Two Years Two Months
75 0 0 0 0 Full Two Years Two Months
76 0 0 0 0 Full Two Years Two Months
77 0 0 0 0 Full Two Years Two Months
78 0 26000 0 0 Full Two Years Two Months
79 0 8124.09 0 0 Full Two Years Two Months
80 0 958.83 0 0 Full Two Years Two Months
81 0 17498 0 0 Full Two Years Two Months
82 0 0 0 0 Full Two Years Two Months
83 0 15416.67 0 0 Full Two Years Two Months
84 0 5708.83 0 0 Full Two Years Two Months
85 0 0 0 0 Full Two Years Two Months
86 0 0 0 0 Full Two Years Two Months
87 0 0 0 0 Full Two Years Two Months
88 0 0 0 0 Full Two Years Two Months
89 0 4893.58 0 0 Full Two Years Two Months
90 0 0 0 0 Full Two Years Two Months
91 0 0 0 0 Full Two Years Two Months
92 0 0 0 0 Full Two Years Two Months
93 0 0 0 0 Full Two Years Two Months
94 0 0 0 0 Full Two Years Two Months
95 0 0 0 0 Full Two Years Two Months
96 0 0 0 0 Full Two Years Two Months
97 0 0 0 0 Full Two Years Two Months
98 0 24583.33 0 0 Full Two Years Two Months
99 0 0 0 0 Full Two Years Two Months
100 0 8827.67 0 0 Full Two Years Two Months
101 0 0 0 0 Full Two Years Two Months
102 0 0 0 0 Full Two Years Two Months
103 0 7097.66 0 0 Full Two Years Two Months
104 0 8747.46 0 0 Full Two Years Two Months
105 0 0 0 0 Full Two Years Two Months
106 0 0 0 0 Full Two Years Two Months
107 0 0 0 0 Full Two Years Two Months
108 0 6666.67 0 2107.15 Full Two Years Two Months
109 0 0 0 0 Full Two Years Two Months
110 0 0 0 0 Full Two Years Two Months
111 0 0 0 0 Full Two Years Two Months
112 0 0 0 0 Full Two Years Two Months
113 0 0 0 0 Full Two Years Two Months
114 0 8280.83 0 0 Full Two Years Two Months
115 0 0 0 0 Full Two Years Two Months
116 0 9902.53 0 0 Full Two Years Two Months
117 0 0 0 0 Full Two Years Two Months
118 0 16737.5 0 0 Full Two Years Two Months
119 0 0 0 0 Full Two Years Two Months
120 0 0 0 0 Full Two Years Two Months
121 0 12886.85 0 0 Full Two Years Two Months
122 0 25096.93 0 0 Full Two Years Two Months
123 0 8415.33 0 0 Full Two Years Two Months
124 7026.62 0 0 0 Full Two Years Two Months
125 0 4710.14 0 0 Full Two Years Two Months
126 0 0 0 0 Full Two Years Two Months
127 0 0 0 0 Full Two Years Two Months
128 0 0 0 0 Full Two Years Two Months
129 0 12719.58 0 0 Full Two Years Two Months
130 0 0 0 0 Full Two Years Two Months
131 0 0 0 0 Full Two Years Two Months
132 0 4977.85 0 0 Full Two Years Two Months
133 0 0 0 0 Full Two Years Two Months
134 0 8666.12 0 0 Full Two Years Two Months
135 0 9583.33 0 0 Full Two Years Two Months
136 0 2974 0 0 Full Two Years Two Months
137 0 7917.82 3012.5 0 Full Two Years Two Months
138 0 0 0 0 Full Two Years Two Months
139 0 0 0 0 Full Two Years Two Months
140 0 32349.51 0 0 Full Two Years Two Months
141 0 14416.67 0 0 Full Two Years Two Months
142 0 0 0 0 Full Two Years Two Months
143 0 0 0 0 Full Two Years Two Months
144 0 5076.75 0 0 Full Two Years Two Months
145 0 0 0 0 Full Two Years Two Months
146 0 2218.58 0 0 Full Two Years Two Months
147 0 0 0 0 Full Two Years Two Months
148 0 7090.28 0 0 Full Two Years Two Months
149 11389.31 0 0 0 Full Two Years Two Months
150 0 0 0 0 Full Two Years Two Months
151 0 0 0 0 Full Two Years Two Months
152 0 0 0 0 Full Two Years Two Months
153 0 0 0 0 Full Two Years Two Months
154 0 0 0 0 Full Two Years Two Months
155 0 0 0 0 Full Two Years Two Months
156 0 1657.2 0 0 Full Two Years Two Months
157 0 0 0 0 Full Two Years Two Months
158 0 16171.67 0 0 Full Two Years Two Months
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160 0 0 0 0 Full Two Years Two Months
161 0 0 0 0 Full Two Years Two Months
162 0 0 0 0 Full Two Years Two Months
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164 0 0 0 0 Full Two Years Two Months
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166 0 0 0 0 Full Two Years Two Months
167 0 0 0 0 Full Two Years Two Months
168 0 0 0 0 Full Two Years Two Months
169 0 6402 0 0 Full Two Years Two Months
170 0 0 0 0 Full Two Years Two Months
171 0 0 0 0 Full Two Years Two Months
172 0 13026.33 0 0 Full Two Years Two Months
173 0 0 0 0 Full Two Years Two Months
174 0 0 0 0 Full Two Years Two Months
175 0 16666.67 0 0 Full Two Years Two Months
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181 0 0 0 0 Full Two Years Two Months
182 0 0 0 0 Full Two Years Two Months
183 0 0 0 0 Full Two Years Two Months
184 0 0 0 0 Full Two Years Two Months
185 0 7735 0 0 Full Two Years Two Months
186 0 16250 0 0 Full Two Years Two Months
187 0 0 0 0 Full Two Years Two Months
188 0 0 0 0 Full Two Years Two Months
189 0 0 0 0 Full Two Years Two Months
190 0 0 0 0 Full Two Years Two Months
191 0 0 0 0 Full Two Years Two Months
192 0 3104.13 0 0 Full Two Years Two Months
193 0 0 0 0 Full Two Years Two Months
194 0 4166.67 0 0 Full Two Years Two Months
195 0 0 0 0 Full Two Years Two Months
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197 0 0 0 0 Full Two Years Two Months
198 0 0 0 0 Full Two Years Two Months
199 0 2680.92 0 0 Full Two Years Two Months
200 0 0 0 0 Full Two Years Two Months
201 33159.97 0 0 0 Full Two Years Two Months
202 0 0 0 0 Full Two Years Two Months
203 0 0 0 0 Full Two Years Two Months
204 0 0 0 0 Full Two Years Two Months
205 0 0 0 0 Full Two Years Two Months
206 0 0 0 0 Full Two Years Two Months
207 0 0 0 0 Full Two Years Two Months
208 0 1650.8 0 0 Full Two Years Two Months
209 0 8036.75 0 0 Full Two Years Two Months
210 0 0 0 0 Full Two Years Two Months
211 0 12361.92 0 0 Full Two Years Two Months
212 0 0 0 0 Full Two Years Two Months
213 0 0 0 0 Full Two Years Two Months
214 75883.81 0 0 0 Full Two Years Two Months
215 0 0 0 0 Full Two Years Two Months
216 0 8737.73 0 0 Full Two Years Two Months
217 0 0 0 0 Full Two Years Two Months
218 0 0 0 0 Full Two Years Two Months
219 0 0 0 0 Full Two Years Two Months
220 0 5849.99 0 0 Full Two Years Two Months
221 0 0 0 0 Full Two Years Two Months
222 0 0 0 0 Full Two Years Two Months
223 0 5661.83 0 0 Full Two Years Two Months
224 0 9220 0 0 Full Two Years Two Months
225 0 0 0 0 Full Two Years Two Months
226 0 9323.06 0 0 Full Two Years Two Months
227 0 0 0 0 Full Two Years Two Months
228 0 3753 0 0 Full Two Years Two Months
229 0 1842.73 0 0 Full Two Years Two Months
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231 0 0 0 0 Full Two Years Two Months
232 0 0 0 0 Full Two Years Two Months
233 0 11966.67 0 0 Full Two Years Two Months
234 0 7952.56 0 0 Full Two Years Two Months
235 0 8406.66 0 0 Full Two Years Two Months
236 0 0 0 0 Full Two Years Two Months
237 0 0 0 0 Full Two Years Two Months
238 0 0 0 0 Full Two Years Two Months
239 0 0 0 0 Full Two Years Two Months
240 0 8083.33 0 0 Full Two Years Two Months
241 0 4467.39 0 0 Full Two Years Two Months
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243 0 0 0 0 Full Two Years Two Months
244 0 0 0 0 Full Two Years Two Months
245 0 0 0 0 Full Two Years Two Months
246 0 11032.08 0 0 Full Two Years Two Months
247 0 0 0 0 Full Two Years Two Months
248 29472.24 0 0 0 Full Two Years Two Months
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250 0 0 0 0 Full Two Years Two Months
251 0 0 0 0 Full Two Years Two Months
252 0 0 0 0 Full Two Years Two Months
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254 0 4642.76 0 0 Full Two Years Two Months
255 0 10254.58 0 0 Full Two Years Two Months
256 0 7635.09 0 0 Full Two Years Two Months
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258 0 5000 0 0 Full Two Years Two Months
259 0 0 0 0 Full Two Years Two Months
260 0 0 0 0 Full Two Years Two Months
261 0 0 0 0 Full Two Years Two Months
262 0 0 0 0 Full Two Years Two Months
263 0 0 0 0 Full Two Years Two Months
264 9084.13 1700.25 0 0 Full Two Years Two Months
265 0 6500 0 0 Full Two Years Two Months
266 13122.91 0 0 0 Full Two Years Two Months
267 0 0 0 0 Full Two Years Two Months
268 0 0 0 0 Full Two Years Two Months
269 0 0 0 0 Full Two Years Two Months
270 0 0 0 0 Full Two Years Two Months
271 0 11988.9 0 0 Full Two Years Two Months
272 0 6888.62 0 0 Full Two Years Two Months
273 0 0 0 0 Full Two Years Two Months
274 0 0 0 0 Full Two Years Two Months
275 0 0 0 0 Full Two Years Two Months
276 0 0 0 0 Full Two Years Two Months
277 0 6650 0 2874.62 Full Two Years Two Months
278 0 58042 0 0 Full Two Years Two Months
279 0 10833.34 0 0 Full Two Years Two Months
280 0 0 0 0 Full Two Years Two Months
281 0 0 0 0 Full Two Years Two Months
282 0 0 0 0 Full Two Years Two Months
283 0 0 0 0 Full Two Years Two Months
284 0 0 0 0 Full Two Years Two Months
285 0 7463.73 0 0 Full Two Years Two Months
286 0 13217.84 0 0 Full Two Years Two Months
287 0 10255.32 0 0 Full Two Years Two Months
288 0 0 0 0 Full Two Years Two Months
289 0 0 0 0 Full Two Years Two Months
290 0 0 0 0 Full Two Years Two Months
291 0 19985.08 0 0 Full Two Years Two Months
292 0 0 0 0 Full Two Years Two Months
293 0 9930.54 0 0 Full Two Years Two Months
294 0 5416.67 0 0 Full Two Years Two Months
295 0 0 0 0 Full Two Years Two Months
296 0 0 0 0 Full Two Years Two Months
297 0 0 0 0 Full Two Years Two Months
298 0 2430.05 0 0 Full Two Years Two Months
299 11962.77 0 0 0 Full Two Years Two Months
300 9034.67 2000 0 0 Full Two Years Two Months
301 0 7294.42 0 0 Full Two Years Two Months
302 0 9417.02 0 0 Full Two Years Two Months
303 0 0 0 0 Full Two Years Two Months
304 0 0 0 0 Full Two Years Two Months
305 0 22138.89 0 0 Full Two Years Two Months
306 0 0 0 0 Full Two Years Two Months
307 0 0 0 0 Full Two Years Two Months
308 0 0 0 0 Full Two Years Two Months
309 0 8765.47 0 0 Full Two Years Two Months
310 0 0 0 0 Full Two Years Two Months
311 0 0 0 0 Full Two Years Two Months
312 0 0 0 0 Full Two Years Two Months
313 0 0 0 0 Full Two Years Two Months
314 0 0 0 0 Full Two Years Two Months
315 22393.11 0 0 0 Full Two Years Two Months
316 0 0 0 0 Full Two Years Two Months
317 0 0 0 0 Full Two Years Two Months
318 0 0 0 0 Full Two Years Two Months
319 45414.91 0 0 0 Full Two Years Two Months
320 0 0 0 0 Full Two Years Two Months
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324 0 0 0 0 Full Two Years Two Months
325 0 0 0 0 Full Two Years Two Months
326 0 0 0 0 Full Two Years Two Months
327 0 0 0 0 Full Two Years Two Months
328 0 0 0 0 Full Two Years Two Months
329 0 0 0 0 Full Two Years Two Months
330 0 0 0 0 Full Two Years Two Months
331 0 0 0 0 Full Two Years Two Months
332 0 0 0 0 Full Two Years Two Months
333 0 0 0 0 Full Two Years Two Months
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341 0 0 0 0 Full Two Years Two Months
342 0 0 0 0 Full Two Years Two Months
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352 0 0 0 0 Full Two Years Two Months
353 0 0 0 0 Full Two Years Two Months
354 0 0 0 0 Full Two Years Two Months
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358 0 0 0 0 Full Two Years Two Months
359 0 0 0 0 Full Two Years Two Months
360 0 0 0 0 Full Two Years Two Months
361 0 0 0 0 Full Two Years Two Months
362 0 0 0 0 Full Two Years Two Months
363 0 17500 0 0 Full Two Years Two Months
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368 0 0 0 0 Full Two Years Two Months
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370 0 0 0 0 Full Two Years Two Months
371 0 0 0 0 Full Two Years Two Months
372 40455.23 0 0 0 Full Two Years Two Months
373 0 0 0 0 Full Two Years Two Months
374 0 4958.31 0 0 Full Two Years Two Months
375 0 8536.85 0 0 Full Two Years Two Months
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380 0 0 0 0 Full Two Years Two Months
381 0 0 0 0 Full Two Years Two Months
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383 0 0 0 0 Full Two Years Two Months
384 0 0 0 0 Full Two Years Two Months
385 0 0 0 0 Full Two Years Two Months
386 0 0 0 0 Full Two Years Two Months
387 0 0 0 0 Full Two Years Two Months
388 0 0 0 0 Full Two Years Two Months
389 0 0 0 0 Full Two Years Two Months
390 0 8665.54 0 0 Full Two Years Two Months
391 0 0 0 0 Full Two Years Two Months
392 0 8940.83 0 0 Full Two Years Two Months
393 0 0 0 0 Full Two Years Two Months
394 0 0 0 0 Full Two Years Two Months
395 1988.91 0 0 0 Full Two Years Two Months
396 0 0 0 0 Full Two Years Two Months
397 0 0 0 0 Full Two Years Two Months
398 0 0 0 0 Full Two Years Two Months
399 0 10666.66 0 0 Full Two Years Two Months
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401 0 0 0 0 Full Two Years Two Months
402 0 0 0 0 Full Two Years Two Months
403 0 0 0 0 Full Two Years Two Months
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407 0 0 0 0 Full Two Years Two Months
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413 0 0 0 0 Full Two Years Two Months
414 0 0 0 0 Full Two Years Two Months
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421 0 0 0 0 Full Two Years Two Months
422 0 0 0 0 Full Two Years Two Months
423 0 0 0 0 Full Two Years Two Months
424 0 0 0 0 Full Two Years Two Months
425 0 2458.4 0 0 Full Two Years Two Months
426 0 0 0 0 Full Two Years Two Months
427 0 0 0 0 Full Two Years Two Months
428 0 0 0 0 Full Two Years Two Months
429 31474.26 0 0 0 Full Two Years Two Months
430 0 0 0 0 Full Two Years Two Months
431 0 0 0 0 Full Two Years Two Months
432 0 0 0 0 Full Two Years Two Months
433 0 10780.83 5874.27 0 Full Two Years Two Months
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437 0 0 0 0 Full Two Years Two Months
438 0 29713.74 0 0 Full Two Years Two Months
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441 0 0 0 0 Full Two Years Two Months
442 0 0 0 0 Full Two Years Two Months
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445 0 0 0 0 Full Two Years Two Months
446 0 0 0 0 Full Two Years Two Months
447 0 0 0 0 Full Two Years Two Months
448 0 3787.33 0 0 Full Two Years Two Months
449 0 0 0 0 Full Two Years Two Months
450 0 0 0 0 Full Two Years Two Months
451 0 18711.92 9779.46 0 Full Two Years Two Months
452 0 0 0 0 Full Two Years Two Months
453 0 1989.78 185.21 0 Full Two Years Two Months
454 0 0 0 0 Full Two Years Two Months
455 0 1157.08 0 0 Full Two Years Two Months
456 0 9080 0 0 Full Two Years Two Months
457 21668.02 0 0 0 Full Two Years Two Months
458 0 8217 0 0 Full Two Years Two Months
459 0 15441.42 0 0 Full Two Years Two Months
460 0 1105.8 0 0 Full Two Years Two Months
461 0 0 0 0 Full Two Years Two Months
462 0 6166.67 0 0 Full Two Years Two Months
463 0 3250 0 0 Full Two Years Two Months
464 0 0 0 0 Full Two Years Two Months
465 0 0 0 0 Full Two Years Two Months
466 0 0 0 0 Full Two Years Two Months
467 0 0 0 0 Full Two Years Two Months
468 0 0 0 0 Full Two Years Two Months
469 0 15230.82 0 0 Full Two Years Two Months
470 0 0 0 0 Full Two Years Two Months
471 0 0 0 0 Full Two Years Two Months
472 0 0 0 0 Full Two Years Two Months
473 0 0 0 0 Full Two Years Two Months
474 0 0 0 0 Full Two Years Two Months
475 0 13675.65 0 0 Full Two Years Two Months
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477 0 0 0 0 Full Two Years Two Months
478 0 0 0 0 Full Two Years Two Months
479 0 9193.58 0 0 Full Two Years Two Months
480 0 0 0 0 Full Two Years Two Months
481 12557.51 0 0 0 Full Two Years Two Months
482 0 0 0 0 Full Two Years Two Months
483 0 0 0 0 Full Two Years Two Months
484 0 0 0 0 Full Two Years Two Months
485 0 14121.58 0 0 Full Two Years Two Months
486 0 11666.67 0 0 Full Two Years Two Months
487 0 9628.51 0 0 Full Two Years Two Months
488 11811.78 0 0 0 Full Two Years Two Months
489 0 0 0 0 Full Two Years Two Months
490 0 7455.74 0 0 Full Two Years Two Months
491 0 13645.05 0 0 Full Two Years Two Months
492 0 8082.53 0 0 Full Two Years Two Months
493 0 0 0 0 Full Two Years Two Months
494 0 0 0 0 Full Two Years Two Months
495 0 0 0 0 Full Two Years Two Months
496 0 7324.66 0 0 Full Two Years Two Months
497 0 0 0 0 Full Two Years Two Months
498 0 0 0 0 Full Two Years Two Months
499 0 0 0 0 Full Two Years Two Months
500 0 0 0 0 Full Two Years Two Months
501 0 0 0 0 Full Two Years Two Months
502 0 0 0 0 Full Two Years Two Months
503 0 0 0 0 Full Two Years Two Months
504 0 4013.41 0 0 Full Two Years Two Months
505 9932.03 0 0 0 Full Two Years Two Months
506 0 0 0 0 Full Two Years Two Months
507 0 0 0 0 Full Two Years Two Months
508 0 0 0 0 Full Two Years Two Months
509 0 0 0 0 Full Two Years Two Months
510 0 0 0 0 Full Two Years Two Months
511 0 13736.67 0 0 Full Two Years Two Months
512 0 10971.63     Full Two Years Two Months
513 0 13519.25     Full Two Years Two Months
514 0 0 0 0 Full Two Years Two Months
515 7115.58 0 0 0 Full Two Years Two Months
516 0 0 0 0 Full Two Years Two Months
517 0 0 0 0 Full Two Years Two Months
518 0 5788.03 0 0 Full Two Years Two Months
519 0 0 0 0 Full Two Years Two Months
520 0 0 0 0 Full Two Years Two Months
521 0 19944.13 0 0 Full Two Years Two Months
522 0 10416.67 2397.65 0 Full Two Years Two Months
523 0 0 0 0 Full Two Years Two Months
524 0 0 0 0 Full Two Years Two Months
525 0 0 0 0 Full Two Years Two Months
526 0 0 0 0 Full Two Years Two Months
527 0 31342.63 0 0 Full Two Years Two Months
528 0 0 0 0 Full Two Years Two Months
529 0 7938 0 0 Full Two Years Two Months
530 0 2371 0 0 Full Two Years Two Months
531 0 2371.17 0 0 Full Two Years Two Months
532 0 12716.77 0 0 Full Two Years Two Months
533 0 0 0 0 Full Two Years Two Months
534 0 0 0 0 Full Two Years Two Months
535 0 7687 0 0 Full Two Years Two Months
536 0 0 0 0 Full Two Years Two Months
537 0 0 0 0 Full Two Years Two Months
538 0 0 0 0 Full Two Years Two Months
539 0 0 0 0 Full Two Years Two Months
540 0 0 0 0 Full Two Years Two Months
541 0 0 0 0 Full Two Years Two Months
542 0 0 0 0 Full Two Years Two Months
543 0 0 0 0 Full Two Years Two Months
544 0 0 0 0 Full Two Years Two Months
545 0 0 0 0 Full Two Years Two Months
546 0 0 0 0 Full Two Years Two Months
547 0 0 0 0 Full Two Years Two Months
548 0 0 0 0 Full Two Years Two Months
549 0 0 0 0 Full Two Years Two Months
550 0 0 0 0 Full Two Years Two Months
551 0 0 0 0 Full Two Years Two Months
552 0 0 0 0 Full Two Years Two Months
553 0 0 0 0 Full Two Years Two Months
554 0 0 0 0 Full Two Years Two Months
555 0 0 0 0 Full Two Years Two Months
556 0 7400 4702 0 Full Two Years Two Months
557 0 0 0 0 Full Two Years Two Months
558 0 0 0 0 Full Two Years Two Months
559 0 0 0 0 Full Two Years Two Months
560 0 0 0 0 Full Two Years Two Months
561 0 0 0 0 Full Two Years Two Months
562 0 0 0 0 Full Two Years Two Months
563 0 0 0 0 Full Two Years Two Months
564 0       Full Two Years Two Months
565 0 11854.18 0 0 Full Two Years Two Months
566 0 0 0 0 Full Two Years Two Months
567 0 0 0 0 Full Two Years Two Months
568 0 13940 0 0 Full Two Years Two Months
569 0 0 0 0 Full Two Years Two Months
570 0 0 0 0 Full Two Years Two Months
571 0 0 0 0 Full Two Years Two Months
572 0 5295.84 0 0 Full Two Years Two Months
573 0 0 0 0 Full Two Years Two Months
574 0 16735.33 0 0 Full Two Years Two Months
575 0 0 0 0 Full Two Years Two Months
576 0 0 0 0 Full Two Years Two Months
577 0 0 0 0 Full Two Years Two Months
578 0 0 0 0 Full Two Years Two Months
579 0 4556.38 0 0 Full Two Years Two Months
580 0 27032.5 0 0 Full Two Years Two Months
581 0 0 0 0 Full Two Years Two Months
582 0 0 0 0 Full Two Years Two Months
583 0 13461.54 0 0 Full Two Years Two Months
584 0 10486.75 0 0 Full Two Years Two Months
585 0 0 0 0 Full Two Years Two Months
586 0 0 0 0 Full Two Years Two Months
587 0 0 0 0 Full Two Years Two Months
588 0 0 0 0 Full Two Years Two Months
589 0 0 0 0 Full Two Years Two Months
590 0 29916.67 0 0 Full Two Years Two Months
591 0 0 0 0 Full Two Years Two Months
592 0 0 0 0 Full Two Years Two Months
593 0 6661.95 0 0 Full Two Years Two Months
594 0 0 0 0 Full Two Years Two Months
595 0 14929.42 0 0 Full Two Years Two Months

 

 
 

 

MERSID Organization
1008808 Cole Taylor Bank
1000633 George Mason
9999999 Other
1000536 Prime Lending
1000383 RRAC/Cenlar
9999996 WJ Bradley
1000200 PHH
1002338 First Republic

 

 
 

 

ASF RMBS DISCLOSURE PACKAGE

 


Field
Number
Field Name
Field Description
Type of
Field
Data Type
Sample Data
Format
When
Applicable?
Valid Values
Proposed
Unique
Coding
Notes
1
Primary Servicer
The MERS Organization ID of the company that has or will have the right to service the loan.
General Information
Numeric – Integer
2351805
9(7)
Always
”9999999” if Unknown
   
2
Servicing Fee—Percentage
Aggregate monthly fee paid to all servicers, stated in decimal form.
General Information
Numeric - Decimal
0.0025
9.999999
Loans without flat-dollar servicing fees
>= 0 and < 1
 
Must be populated if Field 3 is Null
3
Servicing Fee—Flat-dollar
Aggregate monthly fee paid to all servicers, stated as a dollar amount.
General Information
Numeric – Decimal
7.5
9(3).99
Loans with flat-dollar servicing fees
>= 0 and
<= 999
 
Must be populated if 2 is Null
4
Servicing Advance Methodology
The manner in which principal and/or interest are to be advanced by the servicer.
General Information
Numeric – Integer
2
99
Always
See Coding
1 = Scheduled Interest, Scheduled Principal
2 = Actual Interest, Actual Principal
3 = Scheduled Interest, Actual Principal
99 = Unknown
 
5
Originator
The MERS Organization ID of the entity that lends funds to the borrower and, in return, places a lien on the mortgage property as collateral.
General Information
Numeric – Integer
5938671
9(7)
Always
”9999999” if Unknown
   
6
Loan Group
Indicates the collateral group number in which the loan falls (for structures with multiple collateral groups). Use “1” if there is only one loan group.
General Information
Text
1A
XXXX
Always
“UNK” if Unknown
   
7
Loan Number
Unique National Mortgage Loan ID Number (Vendor TBD).
General Information
Numeric – Integer
TBD
TBD
Always
TBD
 
Details to be provided by Vendor
8
Amortization Type
Indicates whether the loan’s interest rate is fixed or adjustable (Hybrid ARMs are adjustable).
Loan Type
Numeric – Integer
2
99
Always
See Coding
1 = Fixed
2 = Adjustable
99 = Unknown
 
9
Lien Position
A number indicating the loan’s lien position (1 = first lien, etc.).
Loan Type
Numeric – Integer
1
99
Always
>0
99 = Unknown
 
10
HELOC Indicator
Indicates whether the loan is a home equity line of credit.
Loan Type
Numeric – Integer
1
99
Always
See Coding
0 = No
1 = Yes
99 = Unknown
 
11
Loan Purpose
Indicates the purpose of the loan.
Loan Type
Numeric – Integer
9
99
Always
See Coding
See Appendix A
 
12
Cash Out Amount
For “Cash-out” loans (see Glossary):
 
[NEW LOAN AMOUNT] – [PAID-OFF FIRST MORTGAGE LOAN AMOUNT] – [PAID-OFF SECOND MORTGAGE LOAN AMOUNT (if Second was used to purchase the property)] – [CLOSING COSTS].
Loan Type
Numeric – Decimal
72476.5
9(10).99
Always
>= 0
   
13
Total Origination and Discount Points (in dollars)
Amount paid to the lender to increase the lender’s effective yield and, in the case of discount points, to reduce the interest rate paid by the borrower.
Loan Type
Numeric – Decimal
5250
9(10).99
Always
>= 0
 
Typically Lines 801 and 802 of HUD Settlement Statement
14
Covered/High Cost Loan Indicator
Indicates whether the loan is categorized as “high cost” or “covered” according to state or federal statutes or regulations.
Loan Type
Numeric – Integer
1
99
Always
See Coding
0 = No
1 = Yes
99 = Unknown
 
15
Relocation Loan Indicator
Indicates whether the loan is part of a corporate relocation program.
Loan Type
Numeric – Integer
1
99
Always
See Coding
0 = No
1 = Yes
99 = Unknown
 
16
Broker Indicator
Indicates whether a broker took the application.
Loan Type
Numeric – Integer
1
99
Always
See Coding
0 = No
1 = Yes
99 = Unknown
 
17
Channel
Code indicating the source (channel) from which the Issuer obtained the mortgage loan.
Loan Type
Numeric – Integer
2
99
Always
See Coding
1 = Retail
2 = Broker
3 = Correspondent Bulk
4 = Correspondent Flow with delegated underwriting
5 = Correspondent Flow without delegated underwriting
99 = Unknown
 
18
Escrow Indicator
Indicates whether various homeownership expenses are paid by the borrower directly or through an escrow account (as of securitization cut-off date).
Loan Type
Numeric – Integer
3
99
Always
See Coding
0 = No Escrows
1 = Taxes
2 = Insurance
3 = HOA dues
4 = Taxes and Insurance
5 = All
99 =Unknown
 
19
Senior Loan Amount(s)
For non-first mortgages, the sum of the balances of all associated senior mortgages at the time of origination of the subordinate lien.
Mortgage Lien Info
Numeric – Decimal
611004.25
9(10).99
If Lien Position > 1
>= 0
   
20
Loan Type of Most Senior Lien
For non-first mortgages, indicates whether the associated first mortgage is a Fixed, ARM, Hybrid, or negative amortization loan.
Mortgage Lien Info
Numeric – Integer
2
99
If Lien Position > 1
See Coding
1 = Fixed Rate
2 = ARM
3 = Hybrid
4 = Neg Am
99 = Unknown
 
21
Hybrid Period of Most Senior Lien (in months)
For non-first mortgages where the associated first mortgage is a hybrid ARM, the number of months remaining in the initial fixed interest rate period for the hybrid first mortgage.
Mortgage Lien Info
Numeric – Integer
23
999
If Lien Position > 1
AND the most senior lien is a hybrid ARM (see Field 20)
>= 0
   
22
Neg Am Limit of Most Senior Lien
For non-first mortgages where the associated first mortgage features negative amortization, the maximum percentage by which the negatively amortizing balance may increase (expressed as a proportion of the senior lien’s original balance).
Mortgage Lien Info
Numeric – Decimal
1.25
9.999999
If Lien Position > 1
AND the senior lien is Neg Am (see Field 20)
>= 1 and <= 2
   
23
Junior Mortgage Balance
For first mortgages with subordinate liens at the time of origination, the combined balance of the subordinate liens (if known).
Mortgage Lien Info
Numeric – Decimal
51775.12
9(10).99
If Lien Position = 1 and there is a 2nd lien on the subject property
>= 0
 
Subject to Regulatory Confirmation
24
Origination Date of Most Senior Lien
For non-first mortgages, the origination date of the associated first mortgage.
Mortgage Lien Info
Date
20090914
YYYYMMDD
If Lien Position > 1 and there is a 2nd lien on the subject property
“19010101” if unknown
   
25
Origination Date
The date of the Mortgage Note and Mortgage/Deed of Trust
Loan Term and Amortization Type
Date
20090914
YYYYMMDD
Always
“19010101” if unknown
   
26
Original Loan Amount
The dollar amount of the mortgage loan, as specified on the mortgage note at the time of the loan’s origination. For HELOCs, the maximum available line of credit.
Loan Term and Amortization Type
Numeric – Decimal
150000
9(10).99
Always
>0
   
27
Original Interest Rate
The original note rate as indicated on the mortgage note.
Loan Term and Amortization Type
Numeric – Decimal
0.0475
9.999999
Always
> 0 and <= 1
   
28
Original Amortization Term
The number of months in which the loan would be retired if the amortizing principal and interest payment were to be paid each month.
Loan Term and Amortization Type
Numeric – Integer
360
999
Always
>= 60
   
29
Original Term to Maturity
The initial number of months between loan origination and the loan maturity date, as specified on the mortgage note.
Loan Term and Amortization Type
Numeric – Integer
60
999
Always
>0
N/A
 
30
First Payment Date of Loan
The date of the first scheduled mortgage payment to be made by the borrower as specified on the mortgage note.
Loan Term and Amortization Type
Date
20090914
YYYYMMDD
Always
“19010101” if unknown
N/A
 
31
Interest Type Indicator
Indicates whether the interest rate calculation method is simple or actuarial.
Loan Term and Amortization Type
Numeric – Integer
2
99
Always
See Coding
1= Simple
2 = Actuarial
99 = Unknown
 
32
Original Interest Only Term
Original interest-only term for a loan in months (including NegAm Loans).
Loan Term and Amortization Type
Numeric – Integer
60
999
Always
>= 0 and <= 240
Unknown = Blank;
No Interest Only Term = 0
   
33
Buy Down Period
The total number of months during which any buy down is in effect, representing the accumulation of all buy down periods.
Loan Term and Amortization Type
Numeric – Integer
65
999
Always
>= 0 and <= 100
Unknown = Blank;
No Buy Down = 0
   
34
HELOC Draw Period
The original number of months during which the borrower may draw funds against the HELOC account.
Loan Term and Amortization Type
Numeric – Integer
24
999
HELOCs Only
>= 12 and <= 120
   
35
Scheduled Loan Amount
Mortgage loan scheduled principal balance as of cut-off date. For HELOCs, the current drawn amount.
Loan Term and Amortization Type
Numeric – Decimal
248951.19
9(10).99
Always
>= 0
   
36
Current Interest Rate
The interest rate used to calculate the current P&I or I/O payment.
Loan Term and Amortization Type
Numeric – Decimal
0.05875
9.999999
Always
> 0 and <= 1
   
37
Current Payment Amount Due
Next Total Payment due to be collected (including principal, interest or both—but Exclude Escrow Amounts).
Loan Term and Amortization Type
Numeric – Decimal
1250.15
9(10).99
Always
> 0
   
38
Scheduled Interest Paid
Through Date
 
Loan Term and Amortization Type
Date
20090429
YYYYMMDD
Always
“19010101” if unknown
   
39
Current Payment Status
Number of payments the borrower is past due as of the securitization cut-off date.
Loan Term and Amortization Type
Numeric – Integer
3
99
Always
>= 0
   
40
Index Type
Specifies the type of index to be used to determine the interest rate at each adjustment.
Adjustable Rate Mortgages (ARMs)
Numeric – Integer
18
99
ARMs Only
See Coding
See Appendix B
 
41
ARM Look-back Days
The number of days prior to the interest rate adjustment date to retrieve the index value.
Adjustable Rate Mortgages (ARMs)
Numeric – Integer
45
99
ARMs Only
>= 0 to <=99
   
42
Gross Margin
The percentage stated on the mortgage note representing the spread between the ARM Index value and the mortgage interest rate. The gross mortgage margin is added to the index value to establish a new gross interest rate in the manner prescribed on the mortgage note.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.03
9.999999
ARMs Only
>0 and <= 1
   
43
ARM Round Flag
An indicator of whether an adjusted interest rate is rounded to the next higher ARM round factor, to the next lower round factor, or to the nearest round factor.
Adjustable Rate Mortgages (ARMs)
Numeric – Integer
3
9
ARMs Only
See Coding
0 = No Rounding
1 = Up
2 = Down
3 = Nearest
99=Unknown
 
44
ARM Round Factor
The percentage to which an adjusted interest rate is to be rounded.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.0025 or 0.00125
9.999999
ARMs Only
Where ARM Round Flag = 1, 2, or 3
>= 0 and < 1
   
45
Initial Fixed Rate Period
For hybrid ARMs, the period between the first payment date of the mortgage and the first interest rate adjustment date.
Adjustable Rate Mortgages (ARMs)
Numeric – Integer
60
999
Hybrid ARMs Only
>= 1 to <=240
   
46
Initial Interest Rate Cap (Change Up)
The maximum percentage by which the mortgage note rate may increase at the first interest rate adjustment date.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.02
9.999999
ARMs Only
>= 0 and <= 1
99=no cap
 
47
Initial Interest Rate  Cap (Change Down)
The maximum percentage by which the mortgage note rate may decrease at the first interest rate adjustment date.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.02
9.999999
ARMs Only
>= 0 and <= 1
99=no cap
 
48
Subsequent Interest Rate Reset Period
The number of months between subsequent rate adjustments.
Adjustable Rate Mortgages (ARMs)
Numeric – Integer
60
999
ARMs Only
>=0 and <= 120
 
0 = Loan does not adjust after initial reset
49
Subsequent Interest Rate (Change Down)
The maximum percentage by which the interest rate may decrease at each rate adjustment date after the initial adjustment.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.02
9.999999
ARMs Only
>= 0 and <= 1
99=no cap
 
50
Subsequent Interest Rate Cap (Change Up)
The maximum percentage by which the interest rate may increase at each rate adjustment date after the initial adjustment.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.02
9.999999
ARMs Only
>= 0 and <= 1
99=no cap
 
51
Lifetime Maximum Rate (Ceiling)
The maximum interest rate that can be in effect during the life of the loan.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.125
9.999999
ARMs Only
>= 0 and <= 1
 
=1 if no ceiling specified
 
 
52
Lifetime Minimum Rate (Floor)
The minimum interest rate that can be in effect during the life of the loan.
Adjustable Rate Mortgages (ARMs)
Numeric – Decimal
0.015
9.999999
ARMs Only
>= 0 and <= 1
 
If no floor is specified enter the greater of the margin or 0.
53
Negative Amortization Limit
The maximum amount of negative amortization allowed before recast is required. (Expressed as a percentage of the original unpaid principal balance.)
Negative Amortization
Numeric – Decimal
1.25
9.999999
Negatively Amortizing ARMs Only
>=0, and <2
   
54
Initial Negative Amortization Recast Period
The number of months in which the payment is required to recast if the loan does not reach the prescribed maximum balance earlier.
Negative Amortization
Numeric – Integer
60
999
Negatively Amortizing ARMs Only
>=0
   
55
Subsequent Negative Amortization Recast Period
The number of months after which the payment is required to recast AFTER the first recast period.
Negative Amortization
Numeric – Integer
48
999
Negatively Amortizing ARMs Only
>=0
   
56
Initial Fixed Payment Period
Number of months after origination during which the payment is fixed.
Negative Amortization
Numeric – Integer
60
999
Negatively Amortizing Hybrid ARMs Only
>= 0 to <=120
   
57
Subsequent Payment Reset Period
Number of months between payment adjustments after first payment reset.
Negative Amortization
Numeric – Integer
12
999
Negatively Amortizing ARMs Only
>= 0 to <=120
   
58
Initial Periodic Payment Cap
The maximum percentage by which a payment can change (increase or decrease) in the first period.
Negative Amortization
Numeric – Decimal
0.075
9.999999
Negatively Amortizing ARMs Only
>= 0 and < 1
   
59
Subsequent Periodic Payment Cap
The maximum percentage by which a payment can change (increase or decrease) in one period after the initial cap.
Negative Amortization
Numeric – Decimal
0.075
9.999999
Negatively Amortizing ARMs Only
>= 0 and < 1
   
60
Initial Minimum Payment Reset Period
The maximum number of months a borrower can initially pay the minimum payment before a new minimum payment is determined.
Negative Amortization
Numeric – Integer
12
999
Negatively Amortizing ARMs Only
>= 0 to <=120
   
61
Subsequent Minimum Payment Reset Period
The maximum number of months (after the initial period) a borrower can pay the minimum payment before a new minimum payment is determined after the initial period.
Negative Amortization
Numeric – Integer
12
999
Negatively Amortizing ARMs Only
>= 0 to <=120
   
62
Option ARM Indicator
An indicator of whether the loan is an Option ARM.
Negative Amortization
Numeric – Integer
1
99
ARMs Only
See Coding
0 = No
1 = Yes
99 = Unknown
 
63
Options at Recast
The means of computing the lowest monthly payment available to the borrower after recast.
Option ARM
Numeric – Integer
2
99
Option ARMs Only
N/A
1= Fully amortizing 30 year
2= Fully amortizing 15 year
3=Fully amortizing 40 year
4 = Interest-Only
5 = Minimum Payment
99= Unknown
 
64
Initial Minimum Payment
The initial minimum payment the borrower is permitted to make.
Option ARM
Numeric – Decimal
879.52
99
Option ARMs Only
>=0
   
65
Current Minimum Payment
Current Minimum Payment (in dollars).
Negative Amortization
Numeric – Decimal
250
9(10).99
Option ARMs Only
>= 0
   
66
Prepayment Penalty Calculation
A description of how the prepayment penalty would be calculated during each phase of the prepayment penalty term.
Prepayment Penalties
Numeric – Integer
12
99
Always
See Coding
See Appendix C
 
67
Prepayment Penalty Type
Hard: The prepayment penalty is incurred regardless of the reason the loan is prepaid in full.
Hybrid: The prepayment penalty can be characterized as hard for a certain amount of time and as soft during another period.
 
Prepayment Penalties
Numeric – Integer
1
99
All loans with Prepayment Penalties (i.e., loans for which Field 66 = something other than “0”)
See Coding
1 = Hard
2 = Soft
3 = Hybrid
99 = Unknown
 
68
Prepayment Penalty Total Term
The total number of months that the prepayment penalty may be in effect.
Prepayment Penalties
Numeric – Integer
60
999
All loans with Prepayment Penalties (i.e., loans for which Field 66 = something other than “0”)
>0 to <=120
   
69
Prepayment Penalty Hard Term
For hybrid prepayment penalties, the number of months during which a “hard” prepayment penalty applies.
Prepayment Penalties
Numeric – Integer
12
999
Loans with Hybrid Prepayment Penalties (i.e., loans for which Field 67 = “3”)
>= 0 to <=120
   
70
Primary Borrower ID
A lender-generated ID number for the primary borrower on the mortgage
Borrower
Numeric—Integer
123456789
999999999
Always
>0
 
Used to identify the number of times a single borrower appears in a given deal.
71
Number of Mortgaged Properties
The number of residential properties owned by the borrower that currently secure mortgage loans.
Borrower
Numeric – Integer
1
99
Always
> 0
   
72
Total Number of Borrowers
The number of Borrowers who are obligated to repay the mortgage note.
Borrower
Numeric – Integers
2
99
Always
> 0
   
73
Self-employment Flag
An indicator of whether the primary borrower is self-employed.
Borrower
Numeric – Integer
1
99
Always
See Coding
0 = No
1 = Yes
99 = Unknown
 
74
Current ‘Other’ Monthly Payment
The aggregate of all payments pertaining to the subject property other than principal and interest (includes common charges, condo fees, T&I, HOA, etc.), whether escrowed or not.
Loan Term and Amortization Type
Numeric – Decimal
1789.25
9(10).99
Always
> 0
   
75
Length of Employment: Borrower
The number of years of service with the borrower’s current employer as of the date of the loan.
Borrower Qualification
Numeric – Decimal
3.5
99.99
Always
>=0
99 = Retired, None employment income soure (social security, trust income, dividends, etc.)
 
76
Length of Employment: Co-Borrower
The number of years of service with the co-borrower’s current employer as of the date of the loan.
Borrower Qualification
Numeric – Decimal
3.5
99.99
If “Total Number of Borrowers” > 1
>= 0
99 = Retired, None employment income soure (social security, trust income, dividends, etc.)
 
77
Years in Home
Length of time that the borrower has been at current address.
Borrower Qualification
Numeric – Decimal
14.5
99.99
Refinances of Primary Residences Only (Loan Purpose = 1, 2, 3, 4, 8 or 9)
> 0
   
78
FICO Model Used
Indicates whether the FICO score was calculated using the Classic, Classic 08, or Next Generation model.
Borrower Qualification
Numeric – Integer
1
99
If a FICO score was obtained
See Coding
1 = Classic
2 = Classic 08
3 = Next Generation
99 = Unknown
 
79
Most Recent FICO Date
Specifies the date on which the most recent FICO score was obtained
Borrower Qualification
Date
20090914
YYYYMMDD
If a FICO score was obtained
“19010101” if unknown
 
Issuers unable to Provide may Rep and Warrant that the FICO score used for underwriting was not more than 4 months old at the date of issuance.
80
Primary Wage Earner Original FICO:  Equifax
Equifax FICO score for primary borrower (if applicable).
Borrower Qualification
Numeric – Integer
720
9999
If a FICO score was obtained
>= 350 and <= 850
   
81
Primary Wage Earner Original FICO:  Experian
Experian FICO score for primary borrower (if applicable).
Borrower Qualification
Numeric – Integer
720
9999
If a FICO score was obtained
>= 350 and <= 850
   
82
Primary Wage Earner Original FICO:  TransUnion
TransUnion FICO score for primary borrower (if applicable).
Borrower Qualification
Numeric – Integer
720
9999
If a FICO score was obtained
>= 350 and <= 850
   
83
Secondary Wage Earner Original FICO:  Equifax
Equifax FICO score for Co-borrower (if applicable).
Borrower Qualification
Numeric – Integer
720
9999
If “Total Number of Borrowers” > 1
>= 350 and <= 850
   
84
Secondary Wage Earner Original FICO:  Experian
Experian FICO score for Co-borrower (if applicable).
Borrower Qualification
Numeric – Integer
720
9999
If “Total Number of Borrowers” > 1
>= 350 and <= 850
   
85
Secondary Wage Earner Original FICO: TransUnion
TransUnion FICO score for Co-borrower (if applicable).
Borrower Qualification
Numeric – Integer
720
9999
If “Total Number of Borrowers” > 1
>= 350 and <= 850
   
86
Most Recent Primary Borrower FICO
Most Recent Primary Borrower FICO score used by the lender to approve the loan.
Borrower Qualification
Numeric – Integer
720
9999
If a FICO score was obtained
>= 350 and <= 850
   
87
Most Recent Co-Borrower FICO
Most Recent Co-Borrower FICO score used by the lender to approve the loan.
Borrower Qualification
Numeric – Integer
720
9999
If “Total Number of Borrowers” > 1
>= 350 and <= 850
   
88
Most Recent FICO Method
Number of credit repositories used to update the FICO Score.
Borrower Qualification
Numeric – Integer
2
9
If a FICO score was obtained
>0
   
89
VantageScore: Primary Borrower
Credit Score for the Primary Borrower used to approve the loan and obtained using the Vantage credit evaluation model.
Borrower Qualification
Numeric – Integer
720
9999
If a Vantage Credit Score was obtained
>= 501 and <= 990
   
90
VantageScore: Co-Borrower
Credit Score for the Co-borrower used to approve the loan and obtained using the Vantage credit evaluation model.
Borrower Qualification
Numeric – Integer
720
9999
If a VantageScore was obtained AND “Total Number of Borrowers” > 1
>= 501 and <= 990
   
91
Most Recent VantageScore Method
Number of credit repositories used to update the Vantage Score.
Borrower Qualification
Numeric – Integer
2
9
If a Vantage Credit Score was obtained
>0
   
92
VantageScore Date
Date Vantage Credit Score was obtained.
Borrower Qualification
Date
20090914
YYYYMMDD
If a Vantage Credit Score was obtained
“19010101” if unknown
   
93
Credit Report: Longest Trade Line
The length of time in months that the oldest active trade line, installment or revolving, has been outstanding. For a loan with more than one borrower, populate field based on status for the primary borrower.
Borrower Qualification
Numeric – Integer
999
999
Always
> =0
 
Subject to Regulatory Confirmation
94
Credit Report: Maximum Trade Line
The dollar amount for the trade line, installment or revolving, with the largest unpaid balance. For revolving lines of credit, e.g. credit card, the dollar amount reported should reflect the maximum amount of credit available under the credit line whether used or not. For a loan with more than one borrower, populate field based on status for the primary borrower.
Borrower Qualification
Numeric – Decimal
339420.19
9(10).99
Always
>=0
 
Subject to Regulatory Confirmation
95
Credit Report: Number of Trade Lines
A count of non-derogatory, currently open and active, consumer trade lines (installment or revolving) for the borrower. For a loan with more than one borrower, populate field based on status for the primary borrower.
Borrower Qualification
Numeric – Integer
57
999
Always
>=0
 
Subject to Regulatory Confirmation
96
Credit Line Usage Ratio
Sum of credit balances divided by sum of total open credit available.
Borrower Qualification
Numeric – Decimal
0.27
9.999999
Always
>= 0 and <= 1
 
Subject to Regulatory Confirmation
97
Most Recent 12-month Pay History
String indicating the payment status per month listed from oldest to most recent.
Borrower Qualification
Text
77X123200001
X(12)
Always
See Coding
0 = Current
1 = 30-59 days delinquent
2 = 60-89 days delinquent
3 = 90-119 days delinquent
4 = 120+ days delinquent
5 = Foreclosure
6 = REO
7 = Loan did not exist in period
X = Unavailable
 
98
Months Bankruptcy
Number of months since any borrower was discharged from bankruptcy. (Issuers unable to provide this information may rep and warrant that at least x years—as specified in the loan program—have passed since most recent discharge from bankruptcy.)
Borrower Qualification
Numeric – Integer
12
999
If Borrower has ever been in Bankruptcy
>= 0
 
Blank = Borrower is not known to have been in bankruptcy
99
Months Foreclosure
Number of months since foreclosure sale date. (Issuers unable to provide this information may rep and warrant that at least x years—as specified in the loan program— have passed since most recent foreclosure.)
Borrower Qualification
Numeric – Integer
12
999
If Borrower has ever been in Foreclosure
>= 0
 
Blank = Borrower is not known to have been in foreclosure
100
Primary Borrower Wage Income
Monthly base wage income for primary borrower.
Borrower Qualification
Numeric – Decimal
9000
9(9).99
Always
>= 0
   
101
Co-Borrower Wage Income
Monthly base wage income for all other borrowers.
Borrower Qualification
Numeric – Decimal
9000
9(9).99
If “Total Number of Borrowers” > 1
>= 0
   
102
Primary Borrower Other Income
Monthly Other (non-wage) income for primary borrower. (This figure should include net rental income and be reduced by any net rental loss.)
Borrower Qualification
Numeric – Decimal
9000
9(9).99
Always
>= 0
   
103
Co-Borrower Other Income
Monthly Other (non-wage) income for all other borrowers. (This figure should include net rental income and be reduced by any net rental loss.)
Borrower Qualification
Numeric – Decimal
9000
9(9).99
If “Total Number of Borrowers” > 1
>= 0
   
104
All Borrower Wage Income
Monthly income of all borrowers derived from base salary only.
Borrower Qualification
Numeric – Decimal
9000
9(9).99
Always
>= 0
   
105
All Borrower Total Income
Monthly income of all borrowers derived from base salary, commission, tips and gratuities, overtime and bonuses, part-time or second-job earnings, alimony, child support, interest and dividend income, notes receivable, trust income, net rental income, retirement income, social security, veterans income, military income, foster care income, and self-employed income.
Borrower Qualification
Numeric – Decimal
9000
9(9).99
Always
>= 0
   
106
4506-T Indicator
A yes/no indicator of whether a Transcript of Tax Return (received pursuant to the filing of IRS Form 4506-T) was obtained and considered.
Borrower Qualification
Numeric – Integer
1
99
Always
See Coding
0 = No
1 = Yes
99 = Unknown
 
107
Borrower Income Verification Level
A code indicating the extent to which the borrower’s income has been verified:
Level 4 Income Verification = [W-2 (Prev. Yr.) OR TAX RETURNS* (Prev. Yr.)] AND PAY STUBS (YTD (at least one month)–if salaried)
Level 5 Income Verification = 24 months income verification (W-2s, pay stubs, bank statements and/or tax returns**)
*For self-employed borrowers:  Level 4 Income Verification:
• 2 Years Tax Returns
• Self-prepared tax returns (regardless of 4506 and tax transcripts)
 
** For self-employed borrowers: Level 5 Income Verification:
• 2 Years tax returns
• Tax returns prepared and not executed by a CPA, with
          o CPA name & phone number shown on the Preparer section of the tax return
          o Executed 4506 and tax transcripts (matching returns in file)
• Tax returns prepared and executed by a CPA  (regardless of 4506 and tax transcripts)
Borrower Qualification
Numeric – Integer
1
9
Always
See Coding
1 = Not Stated, Not Verified
2 = Stated, Not Verified
3 = Stated, “Partially” Verified
4 = Stated, “Level 4” Verified  (as defined)
5 = Stated, “Level 5” Verified  (as defined)
 
 
108
Co-Borrower Income Verification
A code indicating the extent to which the co-borrower’s income has been verified:
 
Level 4 Income Verification = [W-2 (Prev. Yr.) OR TAX RETURNS* (Prev. Yr.)] AND PAY STUBS (YTD (at least one month)–if salaried)
 
Level 5 Income Verification = 24 months income verification (W-2s, pay stubs, bank statements and/or tax returns**)
*For self-employed borrowers:  Level 4 Income Verification:
• 2 Years Tax Returns
• Self-prepared tax returns (regardless of 4506 and tax transcripts)
 
** For self-employed borrowers: Level 5 Income Verification:
• 2 Years tax returns
• Tax returns prepared and not executed by a CPA, with
          o CPA name & phone number shown on the Preparer section of the tax return
          o Executed 4506 and tax transcripts (matching returns in file)
• Tax returns prepared and executed by a CPA  (regardless of 4506 and tax transcripts)
Borrower Qualification
Numeric – Integer
2
9
If “Total Number of Borrowers” > 1
See Coding
1 = Not Stated, Not Verified
2 = Stated, Not Verified
3 = Stated, “Partially” Verified
4 = Stated, “Level 4” Verified  (as defined)
5 = Stated, “Level 5” Verified  (as defined)
 
 
109
Borrower Employment Verification
A code indicating the extent to which the primary borrower’s employment has been verified:
 
Level 3 Verified = Direct Independent Verification with a third party of the borrower’s current employment.
Borrower Qualification
Numeric – Integer
2
9
Always
See Coding
1 = Not Stated, Not Verified
2 = Stated, Not Verified
3 = Stated, Level 3 Verified (as defined)
 
110
Co-Borrower Employment Verification
A code indicating the extent to which the co-borrower’s employment has been verified:
 
Level 3 Verified = Direct Independent Verification with a third party of the co-borrower’s current employment.
Borrower Qualification
Numeric – Integer
1
9
If “Total Number of Borrowers” > 1
See Coding
1 = Not Stated, Not Verified
2 = Stated, Not Verified
3 = Stated, Level 3 Verified (as defined)
 
111
Borrower Asset Verification
A code indicating the extent to which the primary borrower’s assets used to qualify the loan have been verified:
 
Level 4 Verified = 2 months of bank statements/balance documentation (written or electronic) for liquid assets (or gift letter).
 
Borrower Qualification
Numeric – Integer
3
9
Always
See Coding
1 = Not Stated, Not Verified
2 = Stated, Not Verified
3 = Stated, “Partially” Verified
4 = Stated, Level 4 Verified  (as defined)
 
112
Co-Borrower Asset Verification
A code indicating the extent to which the co-borrower’s assets used to qualify the loan have been verified:
 
Level 4 = 2 months of bank statements/balance documentation (written or electronic) for liquid assets (or gift letter).
 
Borrower Qualification
Numeric – Integer
2
9
If “Total Number of Borrowers” > 1
See Coding
1 = Not Stated, Not Verified
2 = Stated, Not Verified
3 = Stated, “Partially” Verified
4 = Stated, Level 4 Verified  (as defined)
 
113
Liquid / Cash Reserves
The actual dollar amount of remaining verified liquid assets after settlement. (This should not include cash out amount of subject loan.)
Borrower Qualification
Numeric – Decimal
3242.76
9(9).99
Always
>= 0
   
114
Monthly Debt All Borrowers
The aggregate monthly payment due on other debt (excluding only installment loans with fewer than 10 payments remaining and other real estate loans used to compute net rental income— which is added/subtracted in the income fields).
Borrower Qualification
Numeric – Decimal
3472.43
9(9).99
Always
>= 0
   
115
Originator DTI
Total Debt to income ratio used by the originator to qualify the loan.
Borrower Qualification
Numeric – Decimal
0.35
9.999999
Always
>= 0 and >= 1
   
116
Fully Indexed Rate
The fully indexed interest rate as of securitization cut-off.
Borrower Qualification
Numeric – Decimal
0.0975
9.999999
ARMs Only
>= 0 and >= 1
   
117
Qualification Method
Type of mortgage payment used to qualify the borrower for the loan.
Borrower Qualification
Numeric – Integer
3
99
Always
See Coding
1 = Start Rate
2 = First Year Cap Rate
3 = I/O Amount
4 = Fully Indexed
5 = Min Payment
98 = Other
99 = Unknown
 
118
Percentage of Down Payment from Borrower Own Funds
Include only borrower funds, do not include any gift or borrowed funds. (Issuers may provide the actual percentage for each loan, or the guideline percentage and note departure concentration on the transaction summary.)
Borrower Qualification
Numeric – Decimal
0.5
9.999999
Purchase Loans Only
>= 0 and >= 1
   
119
City
The name of the city.
Subject Property
Text
New York
X(45)
Always
Unk=Unknown
   
120
State
The name of the state as a 2-digit Abbreviation.
Subject Property
Text
NY
XX
Always
See Coding
See Appendix H
 
121
Postal Code
The postal code (zip code in the US) where the subject property is located.
Subject Property
Text
10022
X(5)
Always
Unk=Unknown
   
122
Property Type
Specifies the type of property being used to secure the loan.
Subject Property
Numeric – Integer
11
99
Always
See Coding
See Appendix D
 
123
Occupancy
Specifies the property occupancy status (e.g., owner-occupied, investment property, second home, etc.).
Subject Property
Numeric – Integer
4
9
Always
See Coding
See Appendix E
 
124
Sales Price
The negotiated price of a given property between the buyer and seller.
Subject Property
Numeric – Decimal
450000.23
9(10).99
Purchase Loans Only
> 0
   
125
Original Appraised Property Value
The appraised value of the property used to approve the loan.
Subject Property
Numeric – Decimal
550000.23
9(10).99
Always
> 0
   
126
Original Property Valuation Type
Specifies the method by which the property value (at the time of underwriting) was reported.
Subject Property
Numeric – Integer
8
99
Always
See Coding
See Appendix F
 
127
Original Property Valuation Date
Specifies the date on which the original property value (at the time of underwriting) was reported. (Issuers unable to provide may Rep and Warrant that the appraisal used for underwriting was not more than x days old at time of loan closing.)
Subject Property
Date
20090914
YYYYMMDD
Always
“19010101” if unknown
   
128
Original Automated Valuation Model (AVM) Model Name
The name of the AVM Vendor if an AVM was used to determine the original property valuation.
Subject Property
Numeric – Integer
1
99
Always
See Appendix I
See Appendix I
 
129
Original AVM Confidence Score
The confidence range presented on the AVM report.
Subject Property
Numeric – Decimal
0.74
9.999999
If AVM Model Name (Field 127) > 0
>= 0 to <= 1
   
130
Most Recent Property Value[1]
If a valuation was obtained subsequent to the valuation used to calculate LTV, the most recent property value.
Subject Property
Numeric – Decimal
500000
9(10).99
If updated value was obtained subsequent to loan approval
> 0
   
131
Most Recent Property Valuation Type
If an additional property valuation was obtained after the valuation used for underwriting purposes, the method by which the property value was reported.
Subject Property
Numeric – Integer
6
9
If updated value was obtained subsequent to loan approval
See Coding
See Appendix F
 
132
Most Recent Property Valuation Date
Specifies the date on which the updated property value was reported.
Subject Property
Date
20090914
YYYYMMDD
If updated value was obtained subsequent to loan approval
“19010101” if unknown
   
133
Most Recent AVM Model Name
The name of the AVM Vendor if an AVM was used to determine the updated property valuation.
Subject Property
Numeric – Integer
19
99
If updated value was obtained subsequent to loan approval
See Coding
See Appendix I
 
134
Most Recent AVM Confidence Score
If AVM used to determine the updated property valuation, the confidence range presented on the AVM report.
Subject Property
Numeric – Decimal
0.85
9.999999
If “Most Recent AVM Model Name” > 0
>= 0 to <= 1
   
135
Original CLTV
The ratio obtained by dividing the amount of all known outstanding mortgage liens on a property at origination by the lesser of the appraised value or the sales price.
Loan-to-Value (LTV)
Numeric – Decimal
0.96
9.999999
Always
>= 0 and <= 1.5
   
136
Original LTV
The ratio obtained by dividing the original mortgage loan amount on the note date by the lesser of the mortgaged property’s appraised value on the note date or its purchase price.
Loan-to-Value (LTV)
Numeric – Decimal
0.8
9.999999
Always
>= 0 and <= 1.25
   
137
Original Pledged Assets
The total value of assets pledged as collateral for the loan at the time of origination. Pledged assets may include cash or marketable securities.
Loan-to-Value (LTV)
Numeric – Decimal
75000
9(10).99
Always
>=0
   
138
Mortgage Insurance Company Name
The name of the entity providing mortgage insurance for a loan.
Mortgage Insurance
Numeric – Integer
3
99
Always
See Coding
See Appendix G
 
139
Mortgage Insurance Percent
Mortgage Insurance coverage percentage.
Mortgage Insurance
Numeric – Decimal
0.25
9.999999
“Mortgage Insurance Company Name” > 0
>= 0 to <= 1
   
140
MI: Lender or Borrower Paid?
An indicator of whether mortgage insurance is paid by the borrower or the lender.
Mortgage Insurance
Numeric – Integer
1
99
“Mortgage Insurance Company Name” > 0
See Coding
1 = Borrower-Paid
2 = Lender- Paid
99 = Unknown
 
141
Pool Insurance Co. Name
Name of pool insurance provider.
Mortgage Insurance
Numeric – Integer
8
99
Always
See Coding
See Appendix G
 
142
Pool Insurance Stop Loss %
The aggregate amount that a pool insurer will pay, calculated as a percentage of the pool balance.
Mortgage Insurance
Numeric – Decimal
0.25
9.999999
Pool MI Company > 0
>= 0 to <= 1
   
143
MI Certificate Number
The unique number assigned to each individual loan insured under an MI policy.
Mortgage Insurance
Text
123456789G
X(20)
MI Company
> 0
UNK = Unknown
   
144
Updated DTI
(Front-end)
Updated front-end DTI ratio (total monthly housing expense divided by total monthly income) used to qualify the loan modification.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
0.35
9.999999
Modified Loans Only
>= 0 and >= 1
   
145
Updated DTI
(Back-end)
Updated back-end DTI ratio (total monthly debt expense divided by total monthly income) used to qualify the loan modification.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
0.35
9.999999
Modified Loans Only
>= 0 and >= 1
   
146
Modification Effective Payment Date
Date of first payment due post modification.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Date
20090914
YYYYMMDD
Modified Loans Only
“19010101” if unknown
   
147
Total Capitalized Amount
Amount added to the principal balance of a loan due to the modification.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
12000
9(10).99
Modified Loans Only
>= 0
   
148
Total Deferred Amount
Any non-interest-bearing deferred amount (e.g., principal, interest and fees).
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
12000
9(10).99
Modified Loans Only
>= 0
   
149
Pre-Modification Interest (Note) Rate
Scheduled Interest Rate Of The Loan Immediately Preceding The Modification Effective Payment Date.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
0.075
9.999999
Modified Loans Only
>= 0 to <= 1
   
150
Pre-Modification P&I Payment
Scheduled Total Principal And Interest Payment Amount Preceding The Modification Effective Payment Date – or if servicer is no longer advancing P&I, the payment that would be in effect if the loan were current.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
2310.57
9(10).99
Modified Loans Only
> 0
   
151
Pre-Modification Initial Interest Rate Change Downward Cap
Maximum amount the rate can adjust downward on the first interest rate adjustment date (prior to modification) – Only provide if the rate floor is modified.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
0.015
9.999999
Modified Loans Only
>= 0 to <= 1
   
152
Pre-Modification Subsequent Interest Rate Cap
Maximum increment the rate can adjust upward AFTER the initial rate adjustment (prior to modification) – Only provide if the Cap is modified.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
0.015
9.999999
Modified Loans Only
>= 0 to <= 1
   
153
Pre-Modification Next Interest Rate Change Date
Next Interest Reset Date Under The Original Terms Of The Loan (one month prior to new payment due date).
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Date
20090914
YYYYMMDD
Modified Loans Only
“19010101” if unknown
   
154
Pre-Modification I/O Term
Interest Only Term (in months) preceding The Modification Effective Payment Date.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Integer
36
999
Modified Loans Only
>= 0 to <= 120
   
155
Forgiven Principal Amount
The sum total of all principal balance reductions (as a result of loan modification) over the life of the loan.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
12000
9(10).99
Modified Loans Only
>= 0
   
156
Forgiven Interest Amount
The sum total of all interest incurred and forgiven (as a result of loan modification) over the life of the loan.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Decimal
12000
9(10).99
Modified Loans Only
>= 0
   
157
Number of Modifications
The number of times the loan has been modified.
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)
Numeric – Integer
1
9
Modified Loans Only
>= 0
   
MH-1
Real Estate Interest
Indicates whether the property on which the manufactured home is situated is owned outright or subject to the terms of a short- or long-term lease. (A long-term lease is defined as a lease whose term is greater than or equal to the loan term.)
Manufactured Housing
Numeric – Integer
2
99
Manufactured Housing Loans Only
See Coding
1 = Owned
2 = Short-term lease
3 = Long-term lease
99 = Unavailable
 
MH-2
Community Ownership Structure
If the manufactured home is situated in a community, a means of classifying ownership of the community.
Manufactured Housing
Numeric – Integer
2
99
Manufactured Housing Loans Only
See Coding
1 = Public Institutional
2 = Public Non-Institutional
3 = Private Institutional
4 = Private Non-Institutional
5 = HOA-Owned
6 = Non-Community
99 = Unavailable
 
MH-3
Year of Manufacture
The year in which the home was manufactured (Model Year — YYYY Format). Required only in cases where a full appraisal is not provided.
Manufactured Housing
Numeric – Integer
2006
YYYY
Manufactured Housing Loans Only
1901 = Unavailable
   
MH-4
HUD Code Compliance  Indicator (Y/N)
Indicates whether the home was constructed in accordance with the 1976 HUD code. In general, homes manufactured after 1976 comply with this code.
Manufactured Housing
Numeric – Integer
1
9
Manufactured Housing Loans Only
See Codes
0 = No
1 = Yes
99 = Unavailable
 
MH-5
Gross Manufacturer’s Invoice Price
The total amount that appears on the manufacturer’s invoice (typically includes intangible costs such as transportation, association, on-site setup, service and warranty costs, taxes, dealer incentives, and other fees).
Manufactured Housing
Numeric – Decimal
72570.62
9(10).99
Manufactured Housing Loans Only
>= 0
   
MH-6
LTI (Loan-to-Invoice) Gross
The ratio of the loan amount divided by the Gross Manufacturer’s Invoice Price (Field MH-5).
Manufactured Housing
Numeric – Decimal
0.75
9.999999
Manufactured Housing Loans Only
>= 0 to <= 1
   
MH-7
Net Manufacturer’s Invoice Price
The Gross Manufacturer’s Invoice Price (Field MH-5) minus intangible costs, including: transportation, association, on-site setup, service, and warranty costs, taxes, dealer incentives, and other fees.
Manufactured Housing
Numeric – Decimal
61570.62
9(10).99
Manufactured Housing Loans Only
>= 0
   
MH-8
LTI (Net)
The ratio of the loan amount divided by the Net Manufacturer’s Invoice Price (Field MH-7).
Manufactured Housing
Numeric – Decimal
0.62
9.999999
Manufactured Housing Loans Only
>= 0 to <= 1
   
MH-9
Manufacturer Name
The manufacturer of the subject property. (To be applied only in cases where no appraised value/other type of property valuation is available.)
Manufactured Housing
Text
“XYZ Corp”
Char (100)
Manufactured Housing Loans Only (where no appraised value is provided)
MH Manufacturer name in double quotation marks
   
MH-10
Model Name
The model name of the subject property. (To be applied only in cases where no appraised value/other type of property valuation is available.)
Manufactured Housing
Text
“DX5-916-X”
Char (100)
Manufactured Housing Loans Only (where no appraised value is provided)
MH Model name in double quotation marks
   
MH-11
Down Payment Source
An indicator of the source of the down payment used by the borrower to acquire the property and qualify for the mortgage.
Manufactured Housing
Numeric – Integer
2
99
Manufactured Housing Loans Only
See Codes
1 = Cash
2 = Proceeds from trade in
3 = Land in Lieu
4 = Other
99 = Unavailable
 
MH-12
Community/Related Party Lender (Y/N)
An indicator of whether the loan was made by the community owner, an affiliate of the community owner or the owner of the real estate upon which the collateral is located.
Manufactured Housing
Numeric – Integer
1
99
Manufactured Housing Loans Only
See Codes
0 = No
1 = Yes
99 = Unavailable
 
MH-13
Defined Underwriting Criteria (Y/N)
An indicator of whether the loan was made in accordance with a defined and/or standardized set of underwriting criteria.
Manufactured Housing
Numeric – Integer
1
99
Manufactured Housing Loans Only
See Codes
0 = No
1 = Yes
99 = Unavailable
 
MH-14
Chattel Indicator
An Indicator of whether the secured property is classified as chattel or Real Estate.
Manufactured Housing
Numeric – Integer
1
99
Manufactured Housing Loans Only
See Codes
0 = Real Estate
1 = Chattel
99 = Unavailable
 
 

 

 

 

 

 

 

EX-4.2 5 v345546_ex4-2.htm PURCHASE AND SALE AGREEMENT

 

EXHIBIT 4.2

  

SEQUOIA MORTGAGE TRUST 2013-7

MORTGAGE PASS-THROUGH CERTIFICATES

 

MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

Between

 

REDWOOD RESIDENTIAL ACQUISITION CORPORATION,

 

and

 

SEQUOIA RESIDENTIAL FUNDING, INC.

 

dated as of May 23, 2013

 

 
 

 

MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of May 23, 2013, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).

 

WHEREAS, the parties hereto desire to provide for the purchase and sale of the Mortgage Loans on the date hereof (the “Closing Date”) in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, the parties in consideration of good and valuable and fair consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby agree as follows:

 

Section 1. Representations and Warranties of RRAC and Sequoia.  RRAC and Sequoia, each as to itself and not the other, hereby represents, warrants and agrees for the benefit of the other party that:

 

(a)           Authorization.  The execution, delivery and performance of this Agreement by it are within its respective powers and have been duly authorized by all necessary action on its part.

 

(b)           No Conflict.  The execution, delivery and performance of this Agreement will not violate or conflict with (i) its charter or bylaws, (ii) any resolution or other corporate action by it, or (iii) any decisions, statutes, ordinances, rulings, directions, rules, regulations, orders, writs, decrees, injunctions, permits, certificates or other requirements of any court or other governmental or public authority in any way applicable to or binding upon it, and will not result in or require the creation, except as provided in or contemplated by this Agreement, of any lien, mortgage, pledge, security interest, charge or encumbrance of any kind upon the Mortgage Loans.

 

(c)           Binding Obligation.  This Agreement has been duly executed by it and is its legally valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity.

 

 
 

 

Section 2. Additional Representations, Warranties and Agreements of RRAC.

 

(a)           Title and Mortgage Loan Schedule. RRAC represents and warrants to, and agrees with, Sequoia that (i) on the Closing Date, RRAC will have good, valid and marketable title to the mortgage loans identified on Schedule A hereto (the “Mortgage Loans”), in each case free and clear of all liens, mortgages, deeds of trust, pledges, security interests, charges, encumbrances or other claims; (ii) upon transfer to Sequoia, Sequoia will receive good, valid and marketable title to all of the Mortgage Loans, in each case free and clear of any liens, mortgages, deeds of trust, pledges, security interests, charges, encumbrances or other claims; and (iii) as of the date on which RRAC purchased such Mortgage Loan from 1st Security Bank of Washington (“1st Security”), Academy Mortgage Corporation (“Academy”), Amegy Mortgage Company, L.L.C. (“Amegy”), American Pacific Mortgage Corporation (“American Pacific”), Banner Bank (“Banner”), Bay Equity, LLC (“Bay Equity”), Benchmark Bank (“Benchmark”), Boston Private Bank & Trust Company (“Boston Private”), Castle & Cooke Mortgage, LLC (“Castle & Cooke”), Cherry Creek Mortgage Co., Inc. (“Cherry Creek”), Cobalt Mortgage, Inc. (“Cobalt”), Cole Taylor Bank (“Cole Taylor”), Colonial Savings, F.A. (“Colonial”), Cornerstone Home Lending, Inc., f/k/a Cornerstone Mortgage Company (“Cornerstone”), DHI Mortgage Company, Ltd. (“DHI”), Embrace Home Loans, Inc. (“Embrace”), Evergreen Moneysource Mortgage Company dba Evergreen Home Loans (“Evergreen”), Fairway Independent Mortgage Corporation (“Fairway”), Fidelity Bank dba Fidelity Bank Mortgage (“Fidelity”), First Choice Loan Services, Inc. (“First Choice”), First Republic Bank (“First Republic”), FirstBank (“FirstBank”), Flagstar Capital Markets Corporation (“Flagstar”), Franklin American Mortgage Company (“Franklin”), Fremont Bank (“Fremont”), George Mason Mortgage, LLC (“George Mason”), GFI Mortgage Bankers, Incorporated (“GFI”), GuardHill Financial Corporation (“GuardHill”), Guild Mortgage Company (“Guild”), Leader Bank, N.A. (“Leader”), Megastar Financial Corporation (“Megastar”), Michigan Mutual, Incorporated (“Michigan Mutual”), Mortgage Master, Inc. (“Mortgage Master”), Paramount Equity Mortgage (“Paramount”), Perl Mortgage, Incorporated (“Perl”), PHH Mortgage Corporation (“PHH”), Plaza Home Mortgage, Incorporated (“Plaza”), Potomac Mortgage Group, Inc. (“Potomac”), Primary Residential Mortgage, Inc. (“Primary”), PrimeLending, a PlainsCapital Company (“PrimeLending”), Prospect Mortgage, LLC (“Prospect”), Provident Savings Bank (“Provident”), Renasant Bank (“Renasant Bank”), Residential Finance Corporation (“RFC”), RMR Financial, LLC (“RMR Financial”), Sandy Spring Bank (“Sandy Spring”), SCBT (“SCBT”), Shea Mortgage Inc. (“Shea”), Simonich Corporation, dba BOC Mortgage (“Simonich”), Sterling Savings Bank (“Sterling”), Stifel Bank and Trust (“Stifel”), Everett Financial, Inc. DBA Supreme Lending (“Supreme Lending”), Susquehanna Bank (“Susquehanna”), The Lending Partners, LLC (“Lending Partners”), Total Mortgage Services, LLC (“Total Mortgage”), Umpqua Bank (“Umpqua”), United Shore Financial Services, LLC (“United Shore”), W.R. Starkey Mortgage, LLP (“W.R. Starkey”), Mortgage Access Corp. DBA Weichert Financial Services (“Weichert”), Wintrust Mortgage, a division of Barrington Bank and Trust Company, N.A. (“Wintrust”) or WJ Bradley Mortgage Capital LLC (“WJ Bradley”), as applicable (each, an “Originator”), the information set forth in the Mortgage Loan Schedule in the fields identified as “Document Type,” “Monthly Income” and “Assets Verified” is complete, true and correct in all material respects.

 

(b)            Additional Representations. RRAC represents and warrants to, and agrees with, Sequoia that, as of the Closing Date:

 

2
 

 

(i)            As to each Mortgage Loan, the lien of the Mortgage is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

 

(ii)           As to each Mortgage Loan transferred to RRAC pursuant to the PHH Agreement, the related Mortgaged Property is located in the U.S. or a territory of the U.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements.

 

(iii)           To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1).

 

(iv)           As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old.

 

(v)           As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit.

 

(vi)           As to each Mortgage Loan, with respect to any hazard or mortgage insurance covering such a Mortgage Loan and the related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Originator.

 

(vii)           As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic Bank, as amended by the Assignment, Assumption and Recognition Agreement dated May 23, 2013 among RRAC, Sequoia, the Trustee and First Republic Bank (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Originator, any correspondent or mortgage broker involved in the origination of such Mortgage Loan, the Mortgagor, or any appraiser or other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan.

 

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(viii)           As to each Mortgage Loan subject to the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws.

 

(ix)            As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”):

 

(A)           The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection.

 

(B)           The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property.

 

(C)           The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan.

 

(D)           The Mortgaged Property is located in a jurisdiction in which the use of leasehold estates for residential properties is an accepted practice.

 

(x)            As to each Mortgage Loan subject to the Huntington Agreement, there is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

 

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(c)            Security Interest Matters. RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of May 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wells Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia):  (i) Section 5 of this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Loans in favor of Sequoia, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) RRAC, immediately prior to its transfer of Mortgage Loans under this Agreement, will own and have good, valid and marketable title to the Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Closing Date, RRAC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans; RRAC has not authorized the filing of and is not aware of any financing statements against it that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the ownership or security interest granted to Sequoia hereunder or that will be automatically released upon the sale to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Sequoia.

 

(d)           Cure, Repurchase or Substitution Obligation. In the event of a breach of any of the representations and warranties of RRAC specified in this Section 2 that materially adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), RRAC will cure the breach, or repurchase or substitute for such Mortgage Loan or make an indemnification payment with respect thereto pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below.

 

In the event of a breach of any of the representations and warranties of an Originator under any of the Purchase Agreements specified on Schedule B hereto that materially and adversely affects the value of a Mortgage Loan or the interest therein of the Certificateholders (as assignees of Sequoia), if the applicable Originator is unable to cure, repurchase or substitute the related Mortgage Loan or make an indemnification payment with respect thereto pursuant to the terms of the applicable Purchase Agreement because such Originator is the subject of a Bankruptcy or insolvency proceeding or no longer in existence, then RRAC will cure the breach or repurchase or substitute such Mortgage Loan, or make an indemnification payment with respect thereto, pursuant to Section 2.04 of the Pooling and Servicing Agreement and Section 3 below.

 

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Section 3. Arbitration and Representations and Warranties of RRAC with respect to the Period of Time Since Each Originator Sold Mortgage Loans.

 

(a)           RRAC hereby covenants and agrees that, if a breach of any representation and warranty set forth in Purchase Agreements with respect to the characteristics of a Mortgage Loan exists on the date hereof that materially and adversely affects the value of any Mortgage Loan or the interest of Sequoia in any Mortgage Loan and such breach did not exist as of the date that RRAC purchased such Mortgage Loan, RRAC shall have a period of 60 days from the earlier of either discovery or receipt of written notice from Sequoia to RRAC of such breach within which to correct or cure such breach. Each determination as to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis. RRAC hereby covenants and agrees that if any breach cannot be corrected or cured within such 60 day period, then, at RRAC’s option, RRAC shall (i) repurchase the related Mortgage Loan at the Repurchase Price, (ii) substitute a mortgage loan for the defective Mortgage Loan in accordance with the applicable Purchase Agreement or (iii) make an indemnification payment in an amount equal to the reduction in value of such Mortgage Loan as a result of such breach not later than 90 days after its discovery or receipt of notice of such breach and in the case of (i) or (iii) above, by wire transfer of immediately available funds to such account as Sequoia shall specify to RRAC.

 

(b)           RRAC and Sequoia agree that the resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation of RRAC to repurchase a Mortgage Loan or Mortgage Loans pursuant to Section 2(d) or Section 3(a) above shall be by Arbitration administered by the American Arbitration Association. If any such controversy or claim has not been resolved to the satisfaction of both RRAC and Sequoia, either party may commence Arbitration to resolve the dispute; provided that a party may commence Arbitration with respect to one or more unresolved allegations only during the months of January, April, July and October, and all matters with respect to which Arbitration has been commenced in any such month shall be heard in a single Arbitration in the immediately following month or as soon as practicable thereafter; and provided further that if any Arbitration arising out of or relating to an obligation or alleged obligation of an Originator to repurchase a Mortgage Loan relating to the same representation and warranty has commenced and is continuing, then such Arbitration shall be joined with the Arbitration commenced hereunder.

 

(c)           To commence Arbitration, the moving party shall deliver written notice to the other party that it has elected to pursue Arbitration in accordance with this Section 3, provided that if RRAC has not responded to Sequoia's notification of a breach of a representation and warranty, Sequoia shall not commence Arbitration with respect to that breach before 60 days following such notification in order to provide RRAC with an opportunity to respond to such notification. Within 10 Business Days after a party has provided notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other party in writing. If the parties have not agreed on the selection of an Arbitrator within five Business Days after the first such submission, then the party commencing Arbitration shall, within the next 5 Business Days, notify the American Arbitration Association in New York, New York and request that it appoint a single Arbitrator with experience in arbitrating disputes arising in the financial services industry.

 

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(d)           It is the intention of the parties that Arbitration shall be conducted in as efficient and cost-effective a manner as is reasonably practicable, without the burden of discovery. Accordingly, the Arbitrator will resolve the dispute on the basis of a review of the written correspondence between the parties (including any supporting materials attached to such correspondence) conveyed by the parties to each other in connection with the dispute prior to the delivery of notice to commence Arbitration; however, upon a showing of good cause, a party may request the Arbitrator to direct the production of such additional information, evidence and/or documentation from the parties that the Arbitrator deems appropriate. If requested by the Arbitrator or any party, any hearing with respect to an Arbitration shall be conducted by video conference or teleconference, except upon the agreement of both parties or the request of the Arbitrator.

 

(e)           The finding of the Arbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the Arbitrator shall be shared equally between both parties. Each party, however, shall bear its own attorneys fees and costs in connection with the Arbitration.

 

(f)            The following capitalized terms shall have the meaning specified below:

 

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA, which shall be conducted in New York, New York or other place mutually acceptable to the parties to the arbitration.

 

Arbitrator: A person who is not affiliated with RRAC, Sequoia or any Originator, who is a member of the American Arbitration Association.

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of such Mortgage Loan plus (ii) interest on such unpaid principal balance at the mortgage interest rate from and including the last Due Date through which interest has been paid by or on behalf of the Mortgagor up to the Due Date following the date of repurchase, minus (iii) amounts received in respect of such repurchased Mortgage Loan which are being held in the Collection Account for distribution in connection with such Mortgage Loan.

 

Section 4.    Conveyance of Mortgage Loans.

 

(a)           Mortgage Loans.  In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after May 1, 2013 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing.

 

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Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia.

 

On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wells Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.  

 

(b)           Limited Remedies. Sequoia acknowledges and agrees that it shall have no recourse to RRAC with respect to any Defective Mortgage Loan except as provided in Section 2(d) and Section 3 and that Sequoia’s remedies with respect to any other Defective Mortgage Loans shall be exercised with respect to the Originator of such Defective Mortgage Loan as set forth in the applicable Purchase Agreement.

 

Section 5.    Intention of Parties.  The conveyance of the Mortgage Loans and all other property hereunder by RRAC as contemplated hereby is absolute and is intended by the parties to constitute a sale of the Mortgage Loans and such other property by RRAC to Sequoia. It is, further, not intended that such conveyance be the grant of a security interest to secure a loan or other obligation. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the other property described in Section 4(a) are held to be the property of RRAC, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and such other property, then this Agreement shall constitute a security agreement, and the conveyance provided for in Section 4(a) shall be deemed to be a grant by RRAC to Sequoia of, and RRAC hereby grants to Sequoia, to secure all of RRAC’s obligations hereunder, a security interest in all of RRAC’s right, title and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all of RRAC’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans, (iii) with respect to the Mortgage Loans, to the extent set forth in the applicable Purchase Agreement, the FRB Agreement or the Flow Mortgage Loan Servicing Agreement, dated August 1, 2011, between RRAC and Cenlar FSB, as amended on November 3, 2011 and as further amended by the Assignment, Assumption and Recognition Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee and Cenlar FSB (the “Cenlar Agreement”), RRAC’s rights and obligations under the applicable Purchase Agreement, the FRB Agreement or the Cenlar Agreement, (iv) all of RRAC’s right, title and interest, if any, in REO Property and the proceeds thereof, (v) all of RRAC’s rights under any Insurance Policies related to the Mortgage Loans, (vi) RRAC’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (vii) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards.

 

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RRAC and Sequoia shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.  RRAC shall arrange for filing any Uniform Commercial Code financing statements and continuation statements in connection with such security interest.

 

Section 6.    Termination.

 

Notwithstanding any termination of this Agreement or the completion of all sales contemplated hereby, the representations, warranties and agreements in Sections 1 and 2 hereof shall survive and remain in full force and effect.

 

Section 7.    Miscellaneous.

 

(a)           Amendments, Etc.  No rescission, modification, amendment, supplement or change of this Agreement shall be valid or effective unless in writing and signed by all of the parties to this Agreement.  No amendment of this Agreement may modify or waive the representations, warranties and agreements set forth in Sections 1 and 2 hereof.

 

(b)           Binding Upon Successors, Etc.  This Agreement shall bind and inure to the benefit of and be enforceable by RRAC and Sequoia, and the respective successors and assigns thereof.  The parties hereto acknowledge that Sequoia is acquiring the Mortgage Loans for the purpose of selling, transferring, assigning, setting over and otherwise conveying them to the Trustee, pursuant to the Pooling and Servicing Agreement.  RRAC acknowledges and consents to the assignment to the Trustee by Sequoia of all of Sequoia's rights against RRAC hereunder in respect of the Mortgage Loans sold to Sequoia and that the enforcement or exercise of any right or remedy against RRAC hereunder by the Trustee or to the extent permitted under Section 2.04 of the Pooling and Servicing Agreement shall have the same force and effect as if enforced and exercised by Sequoia directly.

 

(c)           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

 

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(d)           Governing Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York notwithstanding any law, rule, regulation, or other conflict-of-law provisions to the contrary.

 

(e)           Headings.  The headings of the several parts of this Agreement are inserted for convenience of reference and are not intended to be a part of or affect the meaning or interpretation of this Agreement.

 

(f)           Definitions.  Capitalized terms not otherwise defined herein have the meanings ascribed to such terms (i) in the Pooling and Servicing Agreement as in effect on the date of execution hereof or (ii) in Schedule B hereto.

 

(g)           Nonpetition Covenant.  Until one year plus one day shall have elapsed since the termination of the Pooling and Servicing Agreement in accordance with its terms, RRAC shall not petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Sequoia under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Sequoia or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Sequoia.

 

[remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, each party has caused this Mortgage Loan Purchase and Sale Agreement to be executed by its duly authorized officer or officers as of the day and year first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION CORPORATION
     
  By:  
  Name:  
  Title:  
     
  SEQUOIA RESIDENTIAL FUNDING, INC.
     
  By:  
  Name:  
  Title:  

 

Signature Page – MLPSA (SEMT 2013-7)

  

 
 

 

SCHEDULE A

MORTGAGE LOAN SCHEDULE

  

See Schedule A to Exhibit 4.1

 
 

 

SCHEDULE B

CERTAIN ORIGINATOR PURCHASE AGREEMENTS

 

1.1st Security Bank of Washington

Flow Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2012, between RRAC and 1st Security, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and 1st Security (the “1st Security Agreement”).

 

2.Academy Mortgage Corporation

Flow Mortgage Loan Purchase and Sale Agreement dated as of July 1, 2012, between RRAC and Academy, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Academy (the “Academy Agreement”).

 

3.Amegy Mortgage Company, L.L.C.

Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2012, between RRAC and Amegy, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Amegy (the “Amegy Agreement”).

 

4.American Pacific Mortgage Corporation

Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between RRAC and American Pacific, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and American Pacific (the “American Pacific Agreement”).

 

5.Banner Bank

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2012, between RRAC and Banner Bank, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Banner Bank (the “Banner Bank Agreement”).

 

6.Bay Equity, LLC

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2012, between RRAC and Bay Equity, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Bay Equity (the “Bay Equity Agreement”).

 

7.Benchmark Bank

Flow Mortgage Loan Purchase and Sale Agreement dated as of September 1, 2011, between RRAC and Benchmark, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Benchmark (the “Benchmark Agreement”).

 

 
 

 

8.Boston Private Bank & Trust Company

Flow Mortgage Loan Purchase and Sale Agreement dated as of April 1, 2012, between RRAC and Boston Private , as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Boston Private (the “Boston Private Agreement”).

 

9.Castle & Cooke Mortgage, LLC

Flow Mortgage Loan Purchase and Sale Agreement dated as of November 1, 2011, between RRAC and Castle & Cooke, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Castle & Cooke (the “Castle & Cooke Agreement”).

 

10.Cherry Creek Mortgage Co., Inc.

Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between RRAC and Cherry Creek, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Cherry Creek (the “Cherry Creek Agreement”).

 

11.Cobalt Mortgage, Inc.

Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2012, between RRAC and Cobalt, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Cobalt (the “Cobalt Agreement”).

 

12.Cole Taylor Bank

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC and Cole Taylor, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Cole Taylor (the “Cole Taylor Agreement”).

 

13.Colonial Savings, F.A.

Flow Mortgage Loan Purchase and Sale Agreement dated as of February 1, 2012, between RRAC and Colonial, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Colonial (the “Colonial Agreement”).

 

14.Cornerstone Home Lending, Inc., f/k/a Cornerstone Mortgage Company

Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Cornerstone, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Cornerstone (the “Cornerstone Agreement”).

 

 
 

 

15.DHI Mortgage Company, Ltd.

Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and DHI, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and DHI (the “DHI Agreement”).

 

16.Embrace Home Loans, Inc.

Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Embrace, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Embrace (the “Embrace Agreement”).

 

17.Evergreen Moneysource Mortgage Company dba Evergreen Home Loans

Flow Mortgage Loan Purchase and Sale Agreement dated as of April 1, 2012, between RRAC and Evergreen, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Evergreen (the “Evergreen Agreement”).

 

18.Fairway Independent Mortgage Corporation

Flow Mortgage Loan Purchase and Sale Agreement dated as of February 1, 2012, between RRAC and Fairway, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Fairway (the “Fairway Agreement”).

 

19.Fidelity Bank dba Fidelity Bank Mortgage

Flow Mortgage Loan Purchase and Sale Agreement dated as of March 1, 2012, between RRAC and Fidelity, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Fidelity (the “Fidelity Agreement”).

 

20.First Choice Loan Services, Inc.

Flow Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2011, between RRAC and First Choice, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and First Choice (the “First Choice Agreement”).

 

21.FirstBank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and FirstBank, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and FirstBank (the “FirstBank Agreement”).

 

22.Flagstar Capital Markets Corporation

Flow Mortgage Loan Purchase and Sale Agreement dated as of May 23, 2011, between RRAC and Flagstar, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Flagstar (the “Flagstar Agreement”).

 

 
 

 

23.Franklin American Mortgage Company

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC and Franklin, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Franklin (the “Franklin Agreement”).

 

24.Fremont Bank

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC and Fremont, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Fremont (the “Fremont Agreement”).

 

25.George Mason Mortgage, LLC

Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and George Mason, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and George Mason (the “George Mason Agreement”).

 

26.GFI Mortgage Bankers, Incorporated

Flow Mortgage Loan Purchase and Sale Agreement dated as of July 1, 2012, between RRAC and GFI, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and GFI (the “GFI Agreement”).

 

27.GuardHill Financial Corporation

Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between RRAC and GuardHill, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and GuardHill (the “GuardHill Agreement”).

 

28.Guild Mortgage Company

Flow Mortgage Loan Purchase and Sale Agreement dated as of January 1, 2012, between RRAC and Guild, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Guild (the “Guild Agreement”).

 

29.Leader Bank, N.A.

Flow Mortgage Loan Purchase and Sale Agreement dated as of May 1, 2012, between RRAC and Leader, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Leader (the “Leader Agreement”).

 

 
 

 

30.MegaStar Financial Corporation

Flow Mortgage Loan Purchase and Sale Agreement dated as of January 1, 2012, between RRAC and Megastar, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Megastar (the “Megastar Agreement”).

 

31.Michigan Mutual, Incorporated

Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2012, between RRAC and Michigan Mutual, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Michigan Mutual (the “Michigan Mutual Agreement”).

 

32.Mortgage Master, Inc.

Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2012, between RRAC and Mortgage Master, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Mortgage Master (the “Mortgage Master Agreement”).

 

33.Paramount Equity Mortgage

Mortgage Loan Flow Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Paramount, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Paramount (the “Paramount Agreement”).

 

34.Perl Mortgage, Incorporated

Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of October 1, 2012, between RRAC and Perl, as amended by the Assignment, Assumption and Recognition Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Perl (the “Perl Agreement”).

 

35.PHH Mortgage Corporation

Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between RRAC and PHH, as amended by the Assignment, Assumption and Recognition Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and PHH (the “PHH Agreement”).

 

36.Plaza Home Mortgage, Incorporated

Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Plaza, as amended by the Assignment, Assumption and Recognition Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Plaza (the “Plaza Agreement”).

 

 
 

 

37.Potomac Mortgage Group, Inc.

Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2013, between RRAC and Potomac, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Potomac (the “Potomac Agreement”).

 

38.Primary Residential Mortgage, Inc.

Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Primary, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Primary (the “Primary Agreement”).

 

39.PrimeLending, a PlainsCapital Company

Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and PrimeLending, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and PrimeLending (the “PrimeLending Agreement”).

 

40.Prospect Mortgage, LLC

Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2011, between RRAC and Prospect, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Prospect (the “Prospect Agreement”).

 

41.Provident Savings Bank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Provident, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Provident(the “Provident Agreement”).

 

42.Renasant Bank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2012, between RRAC and Renasant Bank, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Renasant Bank (the “Renasant Bank Agreement”).

 

43.Residential Finance Corporation

Flow Mortgage Loan Purchase and Sale Agreement, dated as of November 1, 2012, between RRAC and RFC, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and RFC (the “RFC Agreement”).

 

 
 

 

44.RMR Financial, LLC

Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and RMR Financial, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and RMR Financial (the “RMR Financial Agreement”).

 

45.Sandy Spring Bank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Sandy Spring, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Sandy Spring (the “Sandy Spring Agreement”).

 

46.SCBT

Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and SCBT, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and SCBT (the “SCBT Agreement”).

 

47.Shea Mortgage Inc.

Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Shea, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Shea (the “Shea Agreement”).

 

48.Simonich Corporation, dba BOC Mortgage

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between RRAC and Simonich, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Simonich (the “Simonich Agreement”).

 

49.Sterling Savings Bank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Sterling (the “Sterling Agreement”).

 

50.Stifel Bank and Trust

Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Stifel, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Stifel (the “Stifel Agreement”).

 

51.Susquehanna Bank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2013, between RRAC and Susquehanna, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Susquehanna (the “Susquehanna Agreement”).

 

 
 

 

52.Everett Financial, Inc. DBA Supreme Lending

Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2012, between RRAC and Supreme Lending, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Supreme Lending (the “Supreme Lending Agreement”).

 

53.The Lending Partners, LLC

Flow Mortgage Loan Purchase and Sale Agreement dated as of July 1, 2012, between RRAC and Lending Partners, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Lending Partners (the “Lending Partners Agreement”).

 

54.Total Mortgage Services, LLC

Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2012, between RRAC and Total Mortgage, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Total Mortgage (the “Total Mortgage Agreement”).

 

55.Umpqua Bank

Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and Umpqua, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Umpqua (the “Umpqua Agreement”).

 

56.United Shore Financial Services, LLC

Flow Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2011, between RRAC and Shore, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Shore (the “United Shore Agreement”).

 

57.W.R. Starkey Mortgage, LLP

Flow Mortgage Loan Purchase and Sale Agreement dated as of January 1, 2013, between RRAC and W.R. Starkey, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and W.R. Starkey (the “W.R. Starkey Agreement”).

 

58.Mortgage Access Corp. DBA Weichert Financial Services

Flow Mortgage Loan Purchase and Sale Agreement dated as of July 1, 2012, between RRAC and Weichert, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Weichert (the “Weichert Agreement”).

 

 
 

 

59.Wintrust Mortgage, a division of Barrington Bank and Trust Company, N.A.

Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2011, between RRAC and Wintrust, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and Wintrust (the “Wintrust Agreement”).

 

60.WJ Bradley Mortgage Capital, LLC

Flow Mortgage Loan Purchase and Sale Agreement dated as of July 1, 2012, between RRAC and WJ Bradley, as amended by the Assignment of Representations and Warranties Agreement, dated May 23, 2013, by and among RRAC, Sequoia, the Trustee, and WJ Bradley (the “WJ Bradley Agreement” and, together with the above-listed agreements in this Schedule B, the “Purchase Agreements” and each a “Purchase Agreement”).

 

 

EX-10.1 6 v345546_ex10-1.htm CENLAR AAR

 

EXHIBIT 10.1

 

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

 

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of the 23rd day of May, 2013 (the “Assignment”), is entered into by and among Redwood Residential Acquisition Corporation (the “Assignor” and, solely in its capacity as servicing administrator described herein, the “Servicing Administrator”), Sequoia Residential Funding, Inc. (the “Depositor”), Cenlar FSB, as the servicer (the “Servicer”), and Wilmington Trust, National Association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” and as referred to herein, the “Assignee”) under a Pooling and Servicing Agreement dated as of May 1, 2013 (the “Pooling and Servicing Agreement”) among the Depositor, the Assignee and Wells Fargo Bank, N.A., as master servicer and securities administrator.

 

RECITALS

 

WHEREAS, the Assignor and the Servicer have entered into a certain Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011, as amended by the Amendment No. 1 to Flow Mortgage Loan Servicing Agreement dated November 3, 2011, and hereby (the “Flow Servicing Agreement”), and the Servicer is currently servicing certain mortgage loans (the “Mortgage Loans”) under the Flow Servicing Agreement; and

 

WHEREAS, the Assignor will sell the Mortgage Loans (the “Specified Mortgage Loans”) that are listed on the mortgage loan schedule attached as Exhibit I hereto (the “Specified Mortgage Loan Schedule”) and its rights under the Flow Servicing Agreement with respect to the Specified Mortgage Loans to the Depositor; and

 

WHEREAS, the Depositor will sell to the Assignee all of its right, title and interest in the Specified Mortgage Loans and its rights under the Flow Servicing Agreement with respect to the Specified Mortgage Loans; and

 

WHEREAS, the parties hereto have agreed that the Specified Mortgage Loans shall be subject to the terms of this Assignment.

 

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)          Effective on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations.

 

1
 

  

(b)          Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor.

 

(c)          Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

 

2.Recognition of the Assignee.

 

From and after the date hereof, subject to Section 3 below, the Servicer shall recognize the Assignee as the holder of the rights and benefits of the Owner with respect to the Specified Mortgage Loans and the Servicer will service the Specified Mortgage Loans for the Assignee as if the Assignee and the Servicer had entered into a separate servicing agreement for the servicing of the Specified Mortgage Loans in the form of the Flow Servicing Agreement with the Assignee as the Owner thereunder, the terms of which Flow Servicing Agreement are incorporated herein by reference and amended hereby. It is the intention of the parties hereto that this Assignment will be a separate and distinct agreement, and the entire agreement, between the parties hereto to the extent of the Specified Mortgage Loans and shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.

 

3.Continuing Rights and Responsibilities.

 

(a)   Controlling Holder Rights. The parties hereto agree and acknowledge that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its capacity as the initial Controlling Holder pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will assume all of Assignee’s rights and all related responsibilities as Owner under the section of the Flow Servicing Agreement listed below:

 

Flow Servicing Agreement:

 

Section   Matter
     
11.20  

Servicer Shall Provide Access and Information as Reasonably Required.


 

2
 

 

(b)          Notwithstanding Sections 1 and 2 above, Assignor reserves its rights under, and does not assign to Assignee or Depositor, the ongoing rights to take action and the responsibilities of the Owner under the Sections of the Flow Servicing Agreement listed below:

 

Flow Servicing Agreement:

 

Section   Matter
     
Addendum I   Regulation AB Compliance Addendum

  

(c)          In addition, the Servicer agrees to furnish to the Assignor as well as to the Master Servicer copies of reports, notices, statements and other communications required to be delivered by the Servicer pursuant to any of the sections of the Flow Servicing Agreement referred to above and under the following sections, at the times therein specified:

 

Flow Servicing Agreement:

 

Section    
     
11.09   Transfer of Accounts.
     
11.16   Statements to the Owner.
     

Subsection 2.04 of Addendum I

  Servicer Compliance Statement.
     

Subsection 2.05 of Addendum I

  Report on Assessment of Compliance and Attestation.

 

(d)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights and responsibilities assumed by the Controlling Holder pursuant to Section 3(a) shall terminate and revert to Assignee. Assignor will provide thirty (30) days notice to the Servicer of any such termination or a change in the identity of the Controlling Holder of which Assignor has knowledge.         

 

(e)          Redwood Residential Acquisition Corporation, in its capacity as Servicing Administrator under this Assignment, hereby assumes the obligations of the Owner, as assigned to the Assignee, and the obligations of the Servicing Administrator, under the Sections of the Flow Servicing Agreement, as amended by this Assignment, listed below:

 

Flow Servicing Agreement:

 

Section  

Matter 

     
Clause (i) of the last paragraph of Section 11.13   Payment by Servicing Administrator for Opinion of Counsel

 

3
 

 

Last sentence of 11.14, with respect to Servicing Advances only   Payment of Servicing Advances to Servicer
     
11.17   P&I Advances
     
11.25(b)   Funding of P& I Advances, including without limitation funding of Prepayment Interest Shortfalls pursuant to the second paragraph of Section 11.15
     
11.25(c)   Funding of Servicing Advances
     
14.03   Payment of termination fees to Servicer

 

As compensation for such assumption of obligations, the Servicing Administrator shall be entitled to receive from payments on the Specified Mortgage Loans the difference, if any, between the Servicing Fee and the servicing compensation otherwise payable to the Servicer under the Flow Servicing Agreement. In addition, the Servicing Administrator shall have all the benefits provided to the Servicing Administrator by Subsection 11.05 of the Flow Servicing Agreement. Any failure of the Servicing Administrator to perform its obligations under this Section 3(e) shall be an additional Event of Default under the Flow Servicing Agreement, entitling the Assignee to terminate both the Servicing Administrator and the Servicer in accordance with the terms of the Flow Servicing Agreement.

 

(f)          The Servicing Administrator may, with the consent of the Master Servicer, exercise the rights of the Owner set forth in Section 13.01 of the Flow Servicing Agreement to terminate the Servicer following the occurrence of an Event of Default with respect to the Servicer.

 

(g)          The Servicing Administrator may, with the consent of the Master Servicer, exercise the rights of the Owner set forth in Section 14.03 of the Flow Servicing Agreement to terminate the Servicer without cause and transfer servicing.

 

(h)          If the Servicing Administrator exercises its right to terminate the Servicer pursuant to the foregoing paragraphs (f) or (g), no termination of the Servicer shall be effective unless the Servicing Administrator shall have appointed a successor Servicer under the Flow Servicing Agreement approved by the Master Servicer.

 

(i)          No later than March 1 of each year when any Certificates are outstanding, commencing in March 2014, the Servicing Administrator shall provide to the Master Servicer its report on assessment of compliance with applicable servicing criteria specified under Item 1122(d)(2)(iii) of Regulation AB and its compliance statement required under Item 1123 of Regulation AB.

 

4
 

  

4.Amendment to the Flow Servicing Agreement.

 

The Flow Servicing Agreement is hereby amended as set forth in Appendix A hereto with respect to the Specified Mortgage Loans. The rights and obligations under the Flow Servicing Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Flow Servicing Agreement as amended as set forth in Appendix A.

 

5.Representations and Warranties.

 

(a)          Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.

 

(b)          Each of the parties hereto represents and warrants that this Assignment 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 against it 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).

 

6.Continuing Effect.

 

Except as contemplated hereby, the Flow Servicing Agreement shall remain in full force and effect in accordance with their terms. This Assignment constitutes a Reconstitution Agreement as contemplated in Section 32 of the Flow Servicing Agreement and the Reconstitution Date shall be the date hereof with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.

 

7.Governing Law.

 

This Assignment and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

 

8.Notices.

 

Any notices or other communications permitted or required under the Flow Servicing Agreement to be made to the Assignor and Assignee shall be made in accordance with the terms of the Flow Servicing Agreement and shall be sent to the Assignor and Assignee as follows:

 

Assignor: Redwood Residential Acquisition Corporation
One Belvedere Place, Suite 360
Mill Valley, CA 94941
Attention: William Moliski

 

5
 

  

Assignee: Wilmington Trust, National Association
1100 North Market Street
Rodney Square North
Wilmington, DE 19890
Attention: Dorri Costello

 

or to such other address as may hereafter be furnished by the Assignor or Assignee to the other parties in accordance with the provisions of the Flow Servicing Agreement.

 

9.Counterparts.

 

This Assignment 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.

 

10.Definitions.

 

Any capitalized term used but not defined in this Assignment has the same meaning as in the Flow Servicing Agreement.

 

11.Trustee.

 

It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by Wilmington Trust, National Association (“Wilmington Trust”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Assignee is made and intended not as a personal undertaking or agreement of or by Wilmington Trust but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wilmington Trust in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Purchaser under the Flow Servicing Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

6
 

 

12.Master Servicer.

 

The Servicer hereby acknowledges that Wells Fargo Bank, N.A. (the “Master Servicer”) will act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Owner under the Flow Servicing Agreement, including, without limitation, the right to enforce the obligations of the Servicer and the Servicing Administrator thereunder. Any notices or other communications permitted or required under the Flow Servicing Agreement to be made to the Assignee shall be made in accordance with the terms of the Flow Servicing Agreement and shall be sent to the Master Servicer at the following address:

 

Wells Fargo Bank, N. A.

P.O. Box 98

Columbia, Maryland 21046

(or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045)

Attention: Sequoia Mortgage Trust 2013-7

 

or to such other address as may hereafter be furnished by the Master Servicer to Servicer. Any such notices or other communications permitted or required under the Flow Servicing Agreement may be delivered in electronic format unless manual signature is required in which case a hard copy of such report or communication shall be required.

 

The Servicer shall make all distributions under the Flow Servicing Agreement, as they relate to the Specified Mortgage Loans, to the Master Servicer by wire transfer of immediately funds to:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #3970771416

Account Name: SAS Clearing

FFC: Account #46446300, Sequoia Mortgage Trust 2013-7      Distribution Account

 

13.Rule 17g-5 Compliance.

 

The Servicer hereby agrees that it shall provide information with respect to the servicing of the Mortgage Loans by the Servicer requested by any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) to the Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”), via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2013-7” and an identification of the type of information being provided in the body of such electronic mail. The Rule 17g-5 Information Provider shall notify the Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. The Servicer shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Assignment or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 13 prohibit or restrict oral or written communications, or providing information, between the Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Servicer as a residential mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Servicer’s servicing operations in general; provided, however, that the Servicer shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

 

7
 

  

14.           Successors and Assigns.

 

Upon a transfer of the Specified Mortgage Loans by the Assignee (other than in respect of repurchases by a seller pursuant to the related purchase agreement) to a buyer (“buyer”), such transfer shall constitute a Reconstitution subject to the terms of Section 32 of the Flow Servicing Agreement. Upon the closing of such transfer, the rights and obligations of Owner held by the Assignor pursuant to this Assignment shall automatically terminate and the buyer shall possess all of the rights and obligations of Owner under the Flow Servicing Agreement, provided, however, that the Assignor shall remain liable for any obligations held by it as Owner arising from or attributable to the period from the date hereof to the closing date of such transfer.

 

[remainder of page intentionally left blank]

 

8
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.

 

  ASSIGNOR:
     
  REDWOOD RESIDENTIAL ACQUISITION CORPORATION
     
  By:  
     
  Name:  
     
  Title:  
     
  DEPOSITOR:
  SEQUOIA RESIDENTIAL FUNDING, INC.
     
  By:  
     
  Name:  
     
  Title:  
     
  ASSIGNEE:
  WILMINGTON Trust, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
     
  By:  
     
  Name:  
     
  Title:  
     
  SERVICER:
     
  CENLAR FSB
     
  By:  
     
  Name:  
     
  Title:  

 

[Signatures continue on following page]

 

[SEMT 2013-7 Cenlar AAR Signature Page]
 

  

  SERVICING ADMINISTRATOR:
   
  REDWOOD RESIDENTIAL ACQUISITION CORPORATION
     
  By:  
     
  Name:  
     
  Title:  

 

Accepted and agreed to by:

 

MASTER SERVICER:

 

WELLS FARGO BANK, N.A.

 

By:    
     
Name:    
     
Title:    

 

 

[SEMT 2013-7 Cenlar AAR Signature Page]
 

 

EXHIBIT I

 

 

  1 2 3 4 5 6 7 8 9 10 11
  Primary Servicer Servicing
Fee %
Servicing Fee—Flat
dollar
Servicing Advance Methodology Originator Loan
Group
Loan
Number
Amortization Type Lien
Position
HELOC
Indicator
Loan
Purpose
1 1000383 0.002500         125-1303383 1 1 0 9
2 1000383 0.002500         6000185733 1 1 0 7
3 1000383 0.002500         4000044833 1 1 0 7
4 1000383 0.002500         6000182870 1 1 0 9
5 1000383 0.002500         436130361736 1 1 0 9
6 1000383 0.002500         3900000674 1 1 0 6
7 1000383 0.002500         3000162695 1 1 0 7
8 1000383 0.002500         23641100331 1 1 0 7
9 1000383 0.002500         1017130612 1 1 0 7
10 1000383 0.002500         21551100808 1 1 0 6
11 1000383 0.002500         3000154745 1 1 0 7
12 1000383 0.002500         234002390 1 1 0 9
13 1000383 0.002500         1368085 1 1 0 9
14 1000383 0.002500         3170000859 1 1 0 9
15 1000383 0.002500         2113026499 1 1 0 7
16 1000383 0.002500         3000162233 1 1 0 6
17 1000383 0.002500         3000160874 1 1 0 7
18 1000383 0.002500         339-2000068 1 1 0 7
19 1000383 0.002500         414504148 1 1 0 9
20 1000383 0.002500         1000047973 1 1 0 7
21 1000383 0.002500         3000159120 1 1 0 7
22 1000383 0.002500         3000161277 1 1 0 9
23 1000383 0.002500         PC1208086628 1 1 0 9
24 1000383 0.002500         4213030085 1 1 0 7
25 1000383 0.002500         420400243 1 1 0 7
26 1000383 0.002500         8501170545 1 1 0 7
27 1000383 0.002500         20361101696 1 1 0 9
28 1000383 0.002500         1011303PM058692 1 1 0 9
29 1000383 0.002500         000067894 1 1 0 3
30 1000383 0.002500         423703226 1 1 0 7
31 1000383 0.002500         000067023 1 1 0 9
32 1000383 0.002500         PC1302095680 1 1 0 7
33 1000383 0.002500         22781100600 1 1 0 7
34 1000383 0.002500         PC1303097058 1 1 0 7
35 1000383 0.002500         2013-2246278 1 1 0 9
36 1000383 0.002500         1400008821 1 1 0 7
37 1000383 0.002500         1351312491 1 1 0 7
38 1000383 0.002500         000067984 1 1 0 6
39 1000383 0.002500         000062965 1 1 0 9
40 1000383 0.002500         PC1301095276 1 1 0 9
41 1000383 0.002500         30521101243 1 1 0 7
42 1000383 0.002500         1351310568 1 1 0 6
43 1000383 0.002500         1025420 1 1 0 7
44 1000383 0.002500         30521101250 1 1 0 7
45 1000383 0.002500         1351307031 1 1 0 7
46 1000383 0.002500         1420000562 1 1 0 7
47 1000383 0.002500         001152213 1 1 0 9
48 1000383 0.002500         3000159672 1 1 0 9
49 1000383 0.002500         1451312630 1 1 0 7
50 1000383 0.002500         291130360194 1 1 0 9
51 1000383 0.002500         81290227 1 1 0 7
52 1000383 0.002500         104-13030143 1 1 0 9
53 1000383 0.002500         1000045231 1 1 0 9
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442 1000383 0.002500         6044452 1 1 0 9
443 1000383 0.002500         6000176047 1 1 0 9
444 1000383 0.002500         30521101095 1 1 0 3
445 1000383 0.002500         21411100977 1 1 0 3
446 1000383 0.002500         23171100415 1 1 0 9
447 1000383 0.002500         001145733 1 1 0 3
448 1000383 0.002500         0049035884 1 1 0 9
449 1000383 0.002500         30291212048102 1 1 0 9
450 1000383 0.002500         61513090564 1 1 0 9
451 1000383 0.002500         1410005104 1 1 0 9
452 1000383 0.002500         700002117 1 1 0 9
453 1000383 0.002500         8268058 1 1 0 9
454 1000383 0.002500         21411100971 1 1 0 9
455 1000383 0.002500         1000029971 1 1 0 7
456 1000383 0.002500         13-0248212 1 1 0 7
457 1000383 0.002500         3000118627 1 1 0 9
458 1000383 0.002500         8001281479 1 1 0 9
459 1000383 0.002500         1301012761 1 1 0 7
460 1000383 0.002500         2013000014 1 1 0 9
461 1000383 0.002500         2281084 1 1 0 7
462 1000383 0.002500         885-1005250 1 1 0 9
463 1000383 0.002500         1301013007 1 1 0 3
464 1000383 0.002500         13-0247654 1 1 0 9
465 1000383 0.002500         6043852 1 1 0 9
466 1000383 0.002500         202302893 1 1 0 3
467 1000383 0.002500         1451303031 1 1 0 9
468 1000383 0.002500         8004639 1 1 0 9
469 1000383 0.002500         6043793 1 1 0 9
470 1000383 0.002500         1210PMI054979 1 1 0 9
471 1000383 0.002500         1022191 1 1 0 9
472 1000383 0.002500         277179 1 1 0 9
473 1000383 0.002500         2283983 1 1 0 9
474 1000383 0.002500         3813010116 1 1 0 9
475 1000383 0.002500         13-0247508 1 1 0 9
476 1000383 0.002500         2013-2223475 1 1 0 9
477 1000383 0.002500         901917690 1 1 0 9
478 1000383 0.002500         13-0246250 1 1 0 9
479 1000383 0.002500         0002124009 1 1 0 9
480 1000383 0.002500         1215236LAS 1 1 0 6
481 1000383 0.002500         6042582 1 1 0 9
482 1000383 0.002500         6043542 1 1 0 9
483 1000383 0.002500         0002124527 1 1 0 9
484 1000383 0.002500         117604 1 1 0 9
485 1000383 0.002500         0002124477 1 1 0 9
486 1000383 0.002500         001129033 1 1 0 7
487 1000383 0.002500         13-0246183 1 1 0 7
488 1000383 0.002500         1701615434 1 1 0 3
489 1000383 0.002500         1701615087 1 1 0 9
490 1000383 0.002500         6000173036 1 1 0 9
491 1000383 0.002500         0313011105 1 1 0 9
492 1000383 0.002500         8001268385 1 1 0 9
493 1000383 0.002500         2013000037 1 1 0 3
494 1000383 0.002500         0002123876 1 1 0 3
495 1000383 0.002500         13-0246458 1 1 0 9
496 1000383 0.002500         30521101069 1 1 0 9
497 1000383 0.002500         330091301048205 1 1 0 3
498 1000383 0.002500         81281537 1 1 0 9
499 1000383 0.002500         0002123516 1 1 0 9
500 1000383 0.002500         12-0244574 1 1 0 3
501 1000383 0.002500         117270 1 1 0 9
502 1000383 0.002500         596900 1 1 0 9
503 1000383 0.002500         001141377 1 1 0 9
504 1000383 0.002500         12-0245580 1 1 0 9
505 1000383 0.002500         30631212048113 1 1 0 9
506 1000383 0.002500         001148817 1 1 0 9
507 1000383 0.002500         0049030372 1 1 0 9
508 1000383 0.002500         1212012094 1 1 0 7
509 1000383 0.002500         12-0244679 1 1 0 9
510 1000383 0.002500         12-0244456 1 1 0 9
511 1000383 0.002500         0002122353 1 1 0 9
512 1000383 0.002500         0002119640 1 1 0 9
513 1000383 0.002500         0002122088 1 1 0 9
514 1000383 0.002500         3512050122 1 1 0 3
515 1000383 0.002500         23351100051 1 1 0 9
516 1000383 0.002500         0112110200 1 1 0 7
517 1000383 0.002500         0002120215 1 1 0 9
518 1000383 0.002500         21391100497 1 1 0 9
519 1000383 0.002500         12-0242178 1 1 0 9
520 1000383 0.002500         12-0242306 1 1 0 9
521 1000383 0.002500         12-0241574 1 1 0 9
522 1000383 0.002500         70006029 1 1 0 9
523 1000383 0.002500         3000144148 1 1 0 3
524 1000383 0.002500         6010000623 1 1 0 9
525 1000383 0.002500         8004658 1 1 0 9
526 1000383 0.002500         8004577 1 1 0 9
527 1000383 0.002500         6041955 1 1 0 7
528 1000383 0.002500         6042498 1 1 0 9
529 1000383 0.002500         6041593 1 1 0 9
530 1000383 0.002500         6041032 1 1 0 9
531 1000383 0.002500         6040361 1 1 0 9
532 1000383 0.002500         6041081 1 1 0 9
533 1000383 0.002500         6041294 1 1 0 9
534 1000383 0.002500         6041010 1 1 0 9
535 1000383 0.002500         6038922 1 1 0 9
536 1000383 0.002500         6038815 1 1 0 9
537 1000383 0.002500         8003799 1 1 0 9
538 1000383 0.002500         8003779 1 1 0 9
539 1000383 0.002500         6035533 1 1 0 9
540 1000383 0.002500         6034999 1 1 0 9
541 1000383 0.002500         8002966 1 1 0 9
542 1000383 0.002500         0002119813 1 1 0 9
543 1000383 0.002500         0002119035 1 1 0 9
544 1000383 0.002500         2012001875 1 1 0 7
545 1000383 0.002500         113673 1 1 0 9
546 1000383 0.002500         001138742 1 1 0 9
547 1000383 0.002500         001136471 1 1 0 9
548 1000383 0.002500         582724 1 1 0 3
549 1000383 0.002500         503853640 1 1 0 7
550 1000383 0.002500         503845898 1 1 0 9
551 1000383 0.002500         503839260 1 1 0 9
552 1000383 0.002500         503840491 1 1 0 7
553 1000383 0.002500         503837024 1 1 0 7
554 1000383 0.002500         503836717 1 1 0 9
555 1000383 0.002500         503832073 1 1 0 9
556 1000383 0.002500         503827462 1 1 0 9
557 1000383 0.002500         503826743 1 1 0 9
558 1000383 0.002500         503825417 1 1 0 9
559 1000383 0.002500         503818590 1 1 0 9
560 1000383 0.002500         503823997 1 1 0 3
561 1000383 0.002500         503822086 1 1 0 7
562 1000383 0.002500         503817298 1 1 0 9
563 1000383 0.002500         503806924 1 1 0 9
564 1000383 0.002500         503808998 1 1 0 9
565 1000383 0.002500         503802772 1 1 0 9
566 1000383 0.002500         503789100 1 1 0 9
567 1000383 0.002500         503675917 1 1 0 9
568 1000383 0.002500         0049033616 1 1 0 9
569 1000383 0.002500         1451305993 1 1 0 9
570 1000383 0.002500         000065789 1 1 0 9
571 1000383 0.002500         000065788 1 1 0 9
572 1000383 0.002500         000065373 1 1 0 3
573 1000383 0.002500         000065318 1 1 0 6

 

  12 13 14 15 16 17 18 19 20 21
  Cash Out Amount Total Origination and Discount Points Covered/High Cost Loan Indicator Relocation Loan Indicator Broker Indicator Channel Escrow Indicator Senior Loan
Amount(s)
Loan Type of Most
Senior Lien
Hybrid Period of
Most Senior Lien (in
months)
1           1 4 0    
2           2 0 0    
3           1 4 0    
4           2 0 0    
5           1 0 0    
6           1 0 0    
7           1 4 0    
8           1 4 0    
9           1 0 0    
10           1 4 0    
11           1 4 0    
12           1 4 0    
13           1 4 0    
14           1 0 0    
15           1 4 0    
16           1 0 0    
17           1 0 0    
18           1 4 0    
19           1 4 0    
20           1 4 0    
21           1 4 0    
22           1 0 0    
23           1 0 0    
24           2 4 0    
25           1 0 0    
26           1 0 0    
27           1 0 0    
28           1 0 0    
29           1 0 0    
30           1 4 0    
31           1 0 0    
32           1 0 0    
33           1 4 0    
34           1 0 0    
35           1 0 0    
36           1 0 0    
37           2 0 0    
38           1 1 0    
39           1 0 0    
40           1 0 0    
41           1 4 0    
42           2 4 0    
43           1 0 0    
44           1 4 0    
45           2 4 0    
46           1 4 0    
47           1 4 0    
48           1 0 0    
49           5 4 0    
50           1 4 0    
51           1 4 0    
52           1 0 0    
53           1 0 0    
54           2 0 0    
55           1 0 0    
56           1 4 0    
57           1 1 0    
58           2 0 0    
59           1 0 0    
60           1 4 0    
61           1 0 0    
62           1 0 0    
63           2 4 0    
64           2 0 0    
65           1 0 0    
66           1 1 0    
67           2 0 0    
68           1 4 0    
69           2 4 0    
70           1 1 0    
71           2 0 0    
72           1 4 0    
73           1 4 0    
74           1 0 0    
75           1 0 0    
76           1 4 0    
77           1 4 0    
78           1 4 0    
79           1 0 0    
80           2 0 0    
81           1 4 0    
82           2 4 0    
83           1 4 0    
84           1 1 0    
85           1 0 0    
86           1 4 0    
87           1 4 0    
88           1 4 0    
89           1 0 0    
90           2 0 0    
91           1 0 0    
92           2 0 0    
93           1 4 0    
94           1 0 0    
95           2 4 0    
96           1 0 0    
97           1 4 0    
98           1 4 0    
99           1 4 0    
100           1 4 0    
101           2 0 0    
102           1 0 0    
103           1 0 0    
104           2 0 0    
105           1 4 0    
106           1 4 0    
107           1 4 0    
108           1 4 0    
109           1 4 0    
110           1 0 0    
111           1 0 0    
112           1 4 0    
113           1 0 0    
114           1 4 0    
115           1 0 0    
116           1 4 0    
117           1 0 0    
118           1 1 0    
119           1 0 0    
120           1 4 0    
121           2 1 0    
122           1 0 0    
123           2 0 0    
124           2 0 0    
125           1 0 0    
126           2 0 0    
127           2 4 0    
128           2 0 0    
129           2 4 0    
130           1 0 0    
131           1 0 0    
132           1 0 0    
133           1 4 0    
134           1 0 0    
135           1 4 0    
136           1 4 0    
137           2 4 0    
138           1 4 0    
139           2 0 0    
140           1 4 0    
141           1 0 0    
142           1 0 0    
143           1 4 0    
144           1 0 0    
145           1 0 0    
146           1 4 0    
147           1 4 0    
148           1 0 0    
149           1 4 0    
150           1 4 0    
151           1 0 0    
152           5 0 0    
153           1 0 0    
154           1 4 0    
155           1 0 0    
156           1 0 0    
157           1 0 0    
158           2 0 0    
159           1 0 0    
160           2 4 0    
161           1 4 0    
162           1 4 0    
163           1 0 0    
164           1 4 0    
165           1 0 0    
166           1 0 0    
167           2 4 0    
168           1 0 0    
169           2 0 0    
170           1 0 0    
171           2 4 0    
172           1 0 0    
173           1 0 0    
174           1 0 0    
175           2 0 0    
176           2 0 0    
177           1 4 0    
178           1 0 0    
179           1 4 0    
180           1 4 0    
181           1 0 0    
182           1 0 0    
183           1 4 0    
184           1 4 0    
185           2 0 0    
186           1 4 0    
187           1 4 0    
188           1 4 0    
189           1 0 0    
190           2 0 0    
191           1 0 0    
192           1 4 0    
193           1 0 0    
194           1 0 0    
195           1 0 0    
196           1 4 0    
197           1 4 0    
198           2 4 0    
199           2 0 0    
200           1 0 0    
201           1 0 0    
202           2 4 0    
203           1 0 0    
204           1 4 0    
205           2 4 0    
206           1 4 0    
207           1 0 0    
208           1 0 0    
209           1 4 0    
210           1 0 0    
211           2 4 0    
212           1 4 0    
213           1 0 0    
214           1 0 0    
215           2 4 0    
216           2 4 0    
217           1 0 0    
218           1 4 0    
219           2 4 0    
220           1 0 0    
221           2 4 0    
222           2 4 0    
223           1 4 0    
224           1 4 0    
225           1 4 0    
226           1 0 0    
227           1 4 0    
228           2 4 0    
229           1 4 0    
230           1 4 0    
231           2 4 0    
232           2 4 0    
233           2 4 0    
234           1 0 0    
235           1 0 0    
236           1 4 0    
237           1 0 0    
238           2 4 0    
239           2 4 0    
240           1 4 0    
241           1 4 0    
242           1 0 0    
243           1 4 0    
244           1 4 0    
245           1 0 0    
246           1 0 0    
247           1 0 0    
248           2 0 0    
249           1 4 0    
250           1 4 0    
251           1 1 0    
252           2 0 0    
253           1 4 0    
254           5 4 0    
255           1 2 0    
256           2 4 0    
257           1 4 0    
258           1 0 0    
259           2 0 0    
260           1 4 0    
261           1 4 0    
262           2 1 0    
263           2 0 0    
264           2 4 0    
265           1 0 0    
266           1 0 0    
267           1 4 0    
268           2 0 0    
269           1 4 0    
270           1 4 0    
271           1 0 0    
272           1 4 0    
273           1 4 0    
274           1 0 0    
275           1 0 0    
276           1 4 0    
277           1 4 0    
278           1 0 0    
279           1 0 0    
280           1 0 0    
281           1 4 0    
282           1 0 0    
283           1 4 0    
284           2 0 0    
285           2 4 0    
286           5 4 0    
287           1 4 0    
288           1 4 0    
289           1 0 0    
290           1 4 0    
291           1 0 0    
292           1 4 0    
293           1 0 0    
294           1 0 0    
295           1 4 0    
296           5 4 0    
297           1 0 0    
298           1 0 0    
299           1 4 0    
300           1 0 0    
301           1 4 0    
302           2 0 0    
303           1 4 0    
304           2 0 0    
305           1 4 0    
306           1 4 0    
307           2 4 0    
308           1 4 0    
309           1 0 0    
310           1 4 0    
311           1 3 0    
312           1 4 0    
313           2 4 0    
314           1 0 0    
315           1 0 0    
316           1 0 0    
317           1 0 0    
318           1 0 0    
319           1 0 0    
320           1 4 0    
321           2 4 0    
322           1 4 0    
323           1 0 0    
324           1 0 0    
325           1 0 0    
326           1 0 0    
327           1 0 0    
328           1 1 0    
329           1 0 0    
330           1 0 0    
331           1 4 0    
332           1 4 0    
333           1 1 0    
334           1 0 0    
335           1 0 0    
336           1 4 0    
337           1 0 0    
338           1 4 0    
339           1 4 0    
340           1 0 0    
341           1 4 0    
342           1 0 0    
343           1 4 0    
344           1 4 0    
345           1 4 0    
346           1 0 0    
347           1 0 0    
348           1 0 0    
349           1 0 0    
350           1 4 0    
351           1 4 0    
352           2 4 0    
353           2 0 0    
354           1 4 0    
355           1 4 0    
356           2 4 0    
357           1 4 0    
358           1 4 0    
359           2 0 0    
360           1 4 0    
361           1 4 0    
362           5 4 0    
363           2 4 0    
364           1 0 0    
365           1 0 0    
366           1 0 0    
367           1 4 0    
368           2 4 0    
369           1 0 0    
370           1 4 0    
371           1 4 0    
372           1 0 0    
373           1 0 0    
374           2 0 0    
375           1 0 0    
376           1 4 0    
377           2 4 0    
378           1 0 0    
379           1 0 0    
380           1 0 0    
381           2 0 0    
382           1 4 0    
383           1 0 0    
384           1 0 0    
385           2 0 0    
386           1 4 0    
387           1 4 0    
388           2 4 0    
389           1 0 0    
390           1 4 0    
391           1 0 0    
392           1 0 0    
393           1 4 0    
394           1 4 0    
395           5 4 0    
396           1 0 0    
397           1 4 0    
398           1 0 0    
399           1 4 0    
400           2 0 0    
401           1 4 0    
402           1 4 0    
403           1 4 0    
404           1 4 0    
405           1 4 0    
406           1 4 0    
407           1 4 0    
408           1 4 0    
409           1 4 0    
410           1 0 0    
411           1 0 0    
412           1 0 0    
413           1 0 0    
414           2 0 0    
415           1 4 0    
416           1 4 0    
417           1 0 0    
418           1 0 0    
419           1 4 0    
420           1 3 0    
421           1 4 0    
422           1 0 0    
423           1 0 0    
424           1 0 0    
425           1 0 0    
426           1 4 0    
427           1 4 0    
428           2 4 0    
429           1 4 0    
430           1 4 0    
431           2 0 0    
432           2 0 0    
433           1 0 0    
434           1 0 0    
435           2 0 0    
436           1 0 0    
437           1 4 0    
438           1 0 0    
439           1 4 0    
440           1 4 0    
441           1 4 0    
442           2 0 0    
443           2 0 0    
444           1 0 0    
445           1 0 0    
446           1 4 0    
447           1 0 0    
448           1 0 0    
449           1 4 0    
450           1 0 0    
451           1 0 0    
452           1 0 0    
453           1 4 0    
454           1 0 0    
455           1 0 0    
456           1 4 0    
457           1 0 0    
458           1 0 0    
459           1 4 0    
460           1 0 0    
461           1 4 0    
462           1 2 0    
463           1 4 0    
464           1 4 0    
465           2 0 0    
466           1 0 0    
467           5 4 0    
468           5 3 0    
469           2 4 0    
470           1 0 0    
471           1 4 0    
472           1 0 0    
473           1 4 0    
474           2 4 0    
475           1 4 0    
476           1 4 0    
477           1 4 0    
478           1 4 0    
479           1 4 0    
480           1 4 0    
481           2 0 0    
482           2 0 0    
483           1 0 0    
484           1 4 0    
485           1 0 0    
486           1 0 0    
487           1 4 0    
488           5 4 0    
489           5 2 0    
490           2 0 0    
491           1 0 0    
492           1 0 0    
493           1 4 0    
494           1 0 0    
495           1 0 0    
496           1 0 0    
497           1 0 0    
498           1 0 0    
499           1 4 0    
500           1 4 0    
501           2 4 0    
502           1 0 0    
503           1 4 0    
504           1 0 0    
505           1 4 0    
506           1 3 0    
507           1 0 0    
508           1 4 0    
509           1 1 0    
510           1 0 0    
511           1 0 0    
512           1 4 0    
513           1 4 0    
514           2 0 0    
515           1 4 0    
516           1 4 0    
517           1 4 0    
518           1 4 0    
519           1 0 0    
520           1 4 0    
521           1 1 0    
522           1 0 0    
523           1 4 0    
524           1 0 0    
525           5 0 0    
526           2 4 0    
527           2 4 0    
528           2 4 0    
529           2 0 0    
530           2 1 0    
531           2 4 0    
532           2 0 0    
533           2 1 0    
534           2 0 0    
535           2 4 0    
536           2 4 0    
537           5 0 0    
538           5 4 0    
539           2 4 0    
540           2 0 0    
541           5 0 0    
542           1 4 0    
543           1 4 0    
544           1 4 0    
545           1 4 0    
546           1 0 0    
547           1 1 0    
548           1 0 0    
549           5 0 0    
550           5 0 0    
551           5 4 0    
552           5 4 0    
553           5 4 0    
554           2 0 0    
555           5 4 0    
556           5 0 0    
557           5 4 0    
558           1 0 0    
559           5 0 0    
560           2 0 0    
561           5 0 0    
562           5 0 0    
563           5 4 0    
564           5 0 0    
565           2 4 0    
566           2 0 0    
567           1 2 0    
568           1 4 0    
569           5 4 0    
570           1 4 0    
571           1 4 0    
572           1 0 0    
573           1 0 0    

 

  22 23 24 25 26 27 28 29 30
  Neg Am Limit of
Most Senior Lien
Junior Mortgage
Balance
Origination Date of
Most Senior Lien
Origination Date Original Loan
Amount
Original Interest
Rate
Original
Amortization Term
Original Term to
Maturity
First Payment Date
of Loan
1   0.00   20130325 612000.00 0.038750 360 360 20130501
2   0.00   20130404 1125000.00 0.037500 360 360 20130601
3   0.00   20130409 800000.00 0.037500 360 360 20130601
4   0.00   20130402 990000.00 0.038750 360 360 20130601
5   0.00   20130403 613200.00 0.038750 360 360 20130601
6   0.00   20130405 664000.00 0.038750 360 360 20130601
7   0.00   20130328 840000.00 0.038750 360 360 20130501
8   0.00   20130405 628000.00 0.038750 360 360 20130601
9   0.00   20130328 1000000.00 0.040000 360 360 20130501
10   0.00   20130401 902000.00 0.040000 360 360 20130501
11   0.00   20130401 700000.00 0.038750 360 360 20130501
12   0.00   20130404 616500.00 0.042500 360 360 20130501
13   0.00   20130405 950000.00 0.040000 360 360 20130601
14   0.00   20130318 544000.00 0.040000 360 360 20130501
15   0.00   20130322 1802403.00 0.038750 360 360 20130501
16   0.00   20130326 878000.00 0.038750 360 360 20130501
17   0.00   20130402 629250.00 0.041250 360 360 20130501
18   0.00   20130322 492750.00 0.043750 360 360 20130501
19   0.00   20130327 1000000.00 0.040000 360 360 20130501
20   0.00   20130401 656000.00 0.040000 360 360 20130601
21   0.00   20130325 738750.00 0.037500 360 360 20130501
22   0.00   20130322 540000.00 0.036250 360 360 20130501
23   0.00   20130327 732000.00 0.038750 360 360 20130501
24   0.00   20130328 652000.00 0.041250 360 360 20130501
25   0.00   20130401 862500.00 0.040000 360 360 20130601
26   0.00   20130402 540000.00 0.040000 360 360 20130601
27   0.00   20130404 628000.00 0.040000 360 360 20130601
28   0.00   20130329 795000.00 0.038750 360 360 20130501
29   0.00   20130327 700000.00 0.038750 360 360 20130501
30   0.00   20130402 436000.00 0.038750 360 360 20130601
31   0.00   20130322 974500.00 0.038750 360 360 20130501
32   0.00   20130401 1318500.00 0.038750 360 360 20130601
33   0.00   20130321 700000.00 0.038750 360 360 20130501
34   0.00   20130401 1200000.00 0.036250 360 360 20130601
35   0.00   20130325 538000.00 0.037500 360 360 20130501
36   0.00   20130328 540000.00 0.037500 360 360 20130501
37   0.00   20130322 688000.00 0.038750 360 360 20130501
38   0.00   20130326 690000.00 0.038750 360 360 20130501
39   87500.00   20130322 951000.00 0.040000 360 360 20130501
40   0.00   20130322 665000.00 0.041250 360 360 20130501
41   0.00   20130405 1218750.00 0.037500 360 360 20130601
42   0.00   20130325 664000.00 0.038750 360 360 20130501
43   0.00   20130321 1732500.00 0.036250 360 360 20130501
44   0.00   20130401 944000.00 0.040000 360 360 20130601
45   0.00   20130319 937500.00 0.040000 360 360 20130501
46   0.00   20130405 872000.00 0.038750 360 360 20130601
47   0.00   20130328 580000.00 0.040000 360 360 20130501
48   100400.00   20130402 665000.00 0.038750 360 360 20130601
49   0.00   20130327 656250.00 0.042500 360 360 20130501
50   0.00   20130329 650000.00 0.033750 360 360 20130601
51   0.00   20130326 1200000.00 0.035000 360 360 20130501
52   0.00   20130322 560000.00 0.037500 360 360 20130501
53   0.00   20130405 1499999.00 0.038750 360 360 20130601
54   0.00   20130320 1000000.00 0.038750 360 360 20130501
55   0.00   20130326 624000.00 0.041250 360 360 20130501
56   0.00   20130403 759200.00 0.037500 360 360 20130601
57   0.00   20130320 695000.00 0.040000 360 360 20130501
58   0.00   20130402 578500.00 0.038750 360 360 20130601
59   0.00   20130329 524000.00 0.037500 360 360 20130501
60   0.00   20130319 850000.00 0.038750 360 360 20130501
61   250000.00   20130319 643059.00 0.038750 360 360 20130501
62   0.00   20130403 1500000.00 0.038750 360 360 20130601
63   0.00   20130408 660000.00 0.038750 360 360 20130601
64   0.00   20130322 830000.00 0.038750 360 360 20130501
65   0.00   20130325 710000.00 0.037500 360 360 20130501
66   0.00   20130328 588750.00 0.038750 360 360 20130601
67   290000.00   20130328 665700.00 0.037500 360 360 20130501
68   0.00   20130402 664000.00 0.038750 360 360 20130601
69   50000.00   20130326 526000.00 0.040000 360 360 20130501
70   0.00   20130408 642350.00 0.037500 360 360 20130601
71   0.00   20130314 1000000.00 0.038750 360 360 20130501
72   0.00   20130329 700000.00 0.037500 360 360 20130501
73   0.00   20130328 965000.00 0.041250 360 360 20130501
74   0.00   20130319 846000.00 0.037500 360 360 20130501
75   0.00   20130320 725000.00 0.036250 360 360 20130501
76   0.00   20130329 456000.00 0.037500 360 360 20130501
77   0.00   20130328 999950.00 0.037500 360 360 20130501
78   0.00   20130322 689000.00 0.038750 360 360 20130501
79   0.00   20130322 771000.00 0.037500 360 360 20130501
80   0.00   20130328 850000.00 0.040000 360 360 20130501
81   0.00   20130327 908000.00 0.037500 360 360 20130501
82   0.00   20130313 667000.00 0.038750 360 360 20130501
83   0.00   20130328 842600.00 0.038750 360 360 20130501
84   0.00   20130402 705000.00 0.037500 360 360 20130601
85   0.00   20130322 1500000.00 0.038750 360 360 20130501
86   0.00   20130402 604000.00 0.038750 360 360 20130601
87   0.00   20130402 665000.00 0.036250 360 360 20130601
88   0.00   20130311 610000.00 0.038750 360 360 20130501
89   0.00   20130313 668000.00 0.036250 360 360 20130501
90   0.00   20130404 932000.00 0.040000 360 360 20130601
91   183500.00   20130402 692500.00 0.038750 360 360 20130601
92   0.00   20130321 710000.00 0.042500 360 360 20130501
93   0.00   20130405 1437000.00 0.035000 360 360 20130601
94   500000.00   20130321 877000.00 0.037500 360 360 20130501
95   0.00   20130322 650000.00 0.038750 360 360 20130501
96   0.00   20130402 887000.00 0.037500 360 360 20130601
97   0.00   20130315 542000.00 0.038750 360 360 20130501
98   0.00   20130328 484000.00 0.040000 360 360 20130501
99   0.00   20130314 540800.00 0.040000 360 360 20130501
100   0.00   20130329 850000.00 0.037500 360 360 20130501
101   0.00   20130318 1000000.00 0.036250 360 360 20130501
102   0.00   20130328 708000.00 0.036250 360 360 20130601
103   0.00   20130320 1000000.00 0.036250 360 360 20130501
104   0.00   20130404 650060.00 0.038750 360 360 20130601
105   0.00   20130320 908000.00 0.037500 360 360 20130501
106   0.00   20130311 492000.00 0.038750 360 360 20130501
107   0.00   20130401 677600.00 0.037500 360 360 20130601
108   0.00   20130328 692000.00 0.041250 360 360 20130501
109   0.00   20130328 440000.00 0.036250 360 360 20130601
110   0.00   20130321 719000.00 0.037500 360 360 20130501
111   0.00   20130320 856000.00 0.037500 360 360 20130501
112   0.00   20130327 1442000.00 0.035000 360 360 20130501
113   0.00   20130409 753500.00 0.040000 360 360 20130601
114   0.00   20130328 1000000.00 0.038750 360 360 20130501
115   0.00   20130318 876000.00 0.037500 360 360 20130501
116   0.00   20130329 768000.00 0.037500 360 360 20130501
117   43750.00   20130403 665000.00 0.038750 360 360 20130601
118   0.00   20130405 480000.00 0.037500 360 360 20130601
119   0.00   20130322 756000.00 0.033750 360 360 20130501
120   0.00   20130325 776450.00 0.033750 360 360 20130501
121   0.00   20130327 740000.00 0.038750 360 360 20130501
122   0.00   20130326 762000.00 0.040000 360 360 20130501
123   0.00   20130321 688000.00 0.036250 360 360 20130501
124   0.00   20130321 890000.00 0.038750 360 360 20130501
125   0.00   20130327 880000.00 0.036250 360 360 20130501
126   0.00   20130318 719000.00 0.042500 360 360 20130501
127   0.00   20130322 553000.00 0.040000 360 360 20130501
128   0.00   20130401 927000.00 0.038750 360 360 20130601
129   0.00   20130322 675020.00 0.038750 360 360 20130501
130   0.00   20130319 660000.00 0.037500 360 360 20130501
131   0.00   20130319 1500000.00 0.037500 360 360 20130501
132   0.00   20130328 819000.00 0.038750 360 360 20130501
133   0.00   20130328 456000.00 0.040000 360 360 20130501
134   0.00   20130315 591500.00 0.037500 360 360 20130501
135   0.00   20130329 804000.00 0.036250 360 360 20130501
136   0.00   20130403 832000.00 0.040000 360 360 20130601
137   0.00   20130329 632000.00 0.040000 360 360 20130501
138   0.00   20130315 624000.00 0.037500 360 360 20130501
139   0.00   20130307 646000.00 0.038750 360 360 20130501
140   0.00   20130327 830000.00 0.037500 360 360 20130501
141   200000.00   20130306 760000.00 0.038750 360 360 20130501
142   0.00   20130325 663000.00 0.037500 360 360 20130501
143   0.00   20130314 650000.00 0.038750 360 360 20130501
144   0.00   20130401 993000.00 0.038750 360 360 20130501
145   0.00   20130408 1089500.00 0.037500 360 360 20130601
146   84000.00   20130319 624000.00 0.036250 360 360 20130501
147   0.00   20130327 608000.00 0.036250 360 360 20130501
148   0.00   20130325 580000.00 0.041250 360 360 20130501
149   100000.00   20130321 720500.00 0.038750 360 360 20130501
150   0.00   20130320 735000.00 0.041250 360 360 20130501
151   0.00   20130321 675000.00 0.035000 360 360 20130501
152   0.00   20130315 1252000.00 0.038750 360 360 20130501
153   0.00   20130301 596000.00 0.040000 360 360 20130501
154   0.00   20130318 495280.00 0.038750 360 360 20130501
155   0.00   20130313 840000.00 0.037500 360 360 20130501
156   0.00   20130320 712000.00 0.040000 360 360 20130501
157   0.00   20130315 790000.00 0.037500 360 360 20130501
158   0.00   20130325 900000.00 0.038750 360 360 20130501
159   0.00   20130325 655000.00 0.036250 360 360 20130501
160   0.00   20130315 599900.00 0.040000 360 360 20130501
161   0.00   20130402 663120.00 0.038750 360 360 20130601
162   0.00   20130328 475000.00 0.038750 360 360 20130501
163   0.00   20130312 736000.00 0.038750 360 360 20130501
164   0.00   20130328 500000.00 0.040000 360 360 20130501
165   0.00   20130325 817391.00 0.040000 360 360 20130501
166   0.00   20130401 712000.00 0.041250 360 360 20130601
167   0.00   20130326 720000.00 0.040000 360 360 20130501
168   0.00   20130322 503000.00 0.040000 360 360 20130501
169   0.00   20130322 532000.00 0.037500 360 360 20130501
170   0.00   20130307 811000.00 0.038750 360 360 20130501
171   0.00   20130327 496800.00 0.038750 360 360 20130501
172   45000.00   20130312 605800.00 0.038750 360 360 20130501
173   0.00   20130312 841200.00 0.038750 360 360 20130501
174   0.00   20130325 696000.00 0.040000 360 360 20130501
175   0.00   20130404 941000.00 0.037500 360 360 20130601
176   0.00   20130401 825000.00 0.040000 360 360 20130601
177   0.00   20130314 770000.00 0.036250 360 360 20130501
178   0.00   20130326 480000.00 0.038750 360 360 20130501
179   0.00   20130328 724000.00 0.037500 360 360 20130501
180   0.00   20130326 470000.00 0.037500 360 360 20130501
181   0.00   20130326 900000.00 0.037500 360 360 20130501
182   0.00   20130325 999000.00 0.038750 360 360 20130501
183   0.00   20130315 784300.00 0.041250 360 360 20130501
184   0.00   20130315 695000.00 0.041250 360 360 20130501
185   0.00   20130319 728000.00 0.040000 360 360 20130501
186   0.00   20130328 732500.00 0.041250 360 360 20130601
187   0.00   20130401 616000.00 0.037500 360 360 20130501
188   0.00   20130328 695000.00 0.037500 360 360 20130501
189   0.00   20130322 728000.00 0.038750 360 360 20130501
190   0.00   20130308 805000.00 0.038750 360 360 20130501
191   0.00   20130328 527800.00 0.042500 360 360 20130501
192   0.00   20130315 588000.00 0.041250 360 360 20130501
193   0.00   20130320 558000.00 0.037500 360 360 20130501
194   0.00   20130312 720000.00 0.040000 360 360 20130501
195   0.00   20130308 1400000.00 0.040000 360 360 20130501
196   0.00   20130408 488000.00 0.036250 360 360 20130601
197   0.00   20130328 690000.00 0.038750 360 360 20130501
198   0.00   20130326 682500.00 0.040000 360 360 20130501
199   0.00   20130325 783750.00 0.040000 360 360 20130501
200   0.00   20130329 700000.00 0.038750 360 360 20130501
201   0.00   20130405 520000.00 0.040000 360 360 20130501
202   0.00   20130301 533700.00 0.038750 360 360 20130501
203   0.00   20130306 1160000.00 0.040000 360 360 20130501
204   0.00   20130325 568800.00 0.038750 360 360 20130501
205   0.00   20130318 840000.00 0.038750 360 360 20130501
206   0.00   20130326 582000.00 0.038750 360 360 20130501
207   0.00   20130320 750000.00 0.040000 360 360 20130501
208   0.00   20130321 435000.00 0.037500 360 360 20130501
209   0.00   20130315 554500.00 0.038750 360 360 20130501
210   0.00   20130322 828000.00 0.035000 360 360 20130501
211   0.00   20130321 1083750.00 0.038750 360 360 20130501
212   0.00   20130325 439800.00 0.040000 360 360 20130501
213   0.00   20130308 800000.00 0.037500 360 360 20130501
214   0.00   20130320 684000.00 0.040000 360 360 20130501
215   0.00   20130318 850000.00 0.037500 360 360 20130501
216   115250.00   20130327 688000.00 0.036250 360 360 20130501
217   0.00   20130321 634000.00 0.038750 360 360 20130501
218   0.00   20130308 614000.00 0.038750 360 360 20130501
219   0.00   20130315 793000.00 0.038750 360 360 20130501
220   0.00   20130314 1000000.00 0.036250 360 360 20130501
221   0.00   20130319 660000.00 0.038750 360 360 20130501
222   0.00   20130321 651000.00 0.042500 360 360 20130501
223   0.00   20130328 504000.00 0.041250 360 360 20130501
224   0.00   20130315 512000.00 0.040000 360 360 20130501
225   0.00   20130315 716800.00 0.038750 360 360 20130501
226   0.00   20130314 750000.00 0.038750 360 360 20130501
227   0.00   20130322 671250.00 0.037500 360 360 20130501
228   0.00   20130323 946000.00 0.037500 360 360 20130501
229   0.00   20130304 514000.00 0.038750 360 360 20130501
230   0.00   20130319 876000.00 0.037500 360 360 20130501
231   0.00   20130315 1075000.00 0.040000 360 360 20130501
232   0.00   20130326 559920.00 0.036250 360 360 20130501
233   0.00   20130311 636000.00 0.038750 360 360 20130501
234   0.00   20130330 736800.00 0.038750 360 360 20130501
235   0.00   20130321 672000.00 0.038750 360 360 20130501
236   0.00   20130321 731250.00 0.038750 360 360 20130501
237   0.00   20130225 999999.00 0.042500 360 360 20130401
238   0.00   20130325 492000.00 0.038750 360 360 20130501
239   0.00   20130318 692160.00 0.038750 360 360 20130501
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568   0.00   20130307 1100000.00 0.037500 360 360 20130501
569   0.00   20130307 563000.00 0.038750 360 360 20130501
570   0.00   20130302 832000.00 0.037500 360 360 20130501
571   0.00   20130214 520000.00 0.037500 360 360 20130401
572   125000.00   20130215 973250.00 0.037500 360 360 20130401
573   0.00   20130222 1151500.00 0.038750 360 360 20130401

  

  31 32 33 34 35 36 37 38 39 40 41
  Interest Type
Indicator
Original Interest
Only Term
Buy Down Period HELOC Draw Period Current Loan
Amount
Current Interest
Rate
Current Payment
Amount Due
Interest Paid
Through Date
Current Payment
Status
Index Type ARM Look-back
Days
1 1 0 0   611098.40 0.038750 2877.85 20130401 0 0  
2 1 0 0   1125000.00 0.037500 5210.05 20130401 0 0  
3 1 0 0   800000.00 0.037500 3704.92 20130401 0 0  
4 1 0 0   990000.00 0.038750 4655.35 20130401 0 0  
5 1 0 0   613200.00 0.038750 2883.49 20130401 0 0  
6 1 0 0   664000.00 0.038750 3122.37 20130401 0 0  
7 1 0 0   838762.51 0.038750 3949.99 20130401 0 0  
8 1 0 0   628000.00 0.038750 2953.09 20130401 0 0  
9 1 0 0   998559.18 0.040000 4774.15 20130401 0 0  
10 1 0 0   900700.38 0.040000 4306.29 20130401 0 0  
11 1 0 0   698968.76 0.038750 3291.66 20130401 0 0  
12 1 0 0   615556.03 0.042500 3032.81 20130401 0 0  
13 1 0 0   950000.00 0.040000 4535.45 20130401 0 0  
14 1 0 0   543216.19 0.040000 2597.14 20130401 0 0  
15 1 0 0   1799747.69 0.038750 8475.57 20130401 0 0  
16 1 0 0   876706.53 0.038750 4128.68 20130401 0 0  
17 1 0 0   628363.39 0.041250 3049.66 20130401 0 0  
18 1 0 0   492086.25 0.043750 2460.23 20130401 0 0  
19 1 0 0   998559.18 0.040000 4774.15 20130401 0 0  
20 1 0 0   656000.00 0.040000 3131.84 20130401 0 0  
21 1 0 0   737637.32 0.037500 3421.27 20130401 0 0  
22 1 0 0   539168.57 0.036250 2462.68 20130401 0 0  
23 1 0 0   730921.61 0.038750 3442.14 20130401 0 0  
24 1 0 0   651081.33 0.041250 3159.92 20130401 0 0  
25 1 0 0   862500.00 0.040000 4117.71 20130401 0 0  
26 1 0 0   540000.00 0.040000 2578.04 20130401 0 0  
27 1 0 0   628000.00 0.040000 2998.17 20130401 0 0  
28 1 0 0   793828.81 0.038750 3738.38 20130401 0 0  
29 1 0 0   698968.76 0.038750 3291.66 20130401 0 0  
30 1 0 0   436000.00 0.038750 2050.23 20130401 0 0  
31 1 0 0   973064.36 0.038750 4582.46 20130401 0 0  
32 1 0 0   1318500.00 0.038750 6200.08 20130401 0 0  
33 1 0 0   698968.76 0.038750 3291.66 20130401 0 0  
34 1 0 0   1200000.00 0.036250 5472.62 20130401 0 0  
35 1 0 0   537189.69 0.037500 2491.56 20130401 0 0  
36 1 0 0   539186.68 0.037500 2500.82 20130401 0 0  
37 1 0 0   686986.43 0.038750 3235.23 20130401 0 0  
38 1 0 0   688983.49 0.038750 3244.64 20130401 0 0  
39 1 0 0   949629.78 0.040000 4540.22 20130401 0 0  
40 1 0 0   664063.02 0.041250 3222.92 20130401 0 0  
41 1 0 0   1218750.00 0.037500 5644.22 20130401 0 0  
42 1 0 0   663021.79 0.038750 3122.37 20130401 0 0  
43 1 0 0   1729832.50 0.036250 7901.09 20130401 0 0  
44 1 0 0   944000.00 0.040000 4506.80 20130401 0 0  
45 1 0 0   936149.23 0.040000 4475.77 20130401 0 0  
46 1 0 0   872000.00 0.038750 4100.47 20130401 0 0  
47 1 0 0   579164.32 0.040000 2769.01 20130401 0 0  
48 1 0 0   665000.00 0.038750 3127.08 20130401 0 0  
49 1 0 0   655345.86 0.042500 3228.36 20130401 0 0  
50 1 0 0   650000.00 0.033750 2873.63 20130401 0 0  
51 1 0 0   1198111.46 0.035000 5388.54 20130401 0 0  
52 1 0 0   559156.55 0.037500 2593.45 20130401 0 0  
53 1 0 0   1499999.00 0.038750 7053.55 20130401 0 0  
54 1 0 0   998526.80 0.038750 4702.37 20130401 0 0  
55 1 0 0   623120.79 0.041250 3024.21 20130401 0 0  
56 1 0 0   759200.00 0.037500 3515.97 20130401 0 0  
57 1 0 0   693998.63 0.040000 3318.04 20130401 0 0  
58 1 0 0   578500.00 0.038750 2720.32 20130401 0 0  
59 1 0 0   523210.77 0.037500 2426.73 20130401 0 0  
60 1 0 0   848747.77 0.038750 3997.02 20130401 0 0  
61 1 0 0   642111.64 0.038750 3023.90 20130401 0 0  
62 1 0 0   1500000.00 0.038750 7053.56 20130401 0 0  
63 1 0 0   660000.00 0.038750 3103.56 20130401 0 0  
64 1 0 0   828777.24 0.038750 3902.97 20130401 0 0  
65 1 0 0   708930.63 0.037500 3288.12 20130401 0 0  
66 1 0 0   588750.00 0.038750 2768.52 20130401 0 0  
67 1 0 0   664697.35 0.037500 3082.96 20130401 0 0  
68 1 0 0   664000.00 0.038750 3122.37 20130401 0 0  
69 1 0 0   525242.12 0.040000 2511.20 20130401 0 0  
70 1 0 0   642350.00 0.037500 2974.82 20130401 0 0  
71 1 0 0   998526.80 0.038750 4702.37 20130401 0 0  
72 1 0 0   698945.69 0.037500 3241.81 20130401 0 0  
73 1 0 0   963640.32 0.041250 4676.87 20130401 0 0  
74 1 0 0   844725.79 0.037500 3917.96 20130401 0 0  
75 1 0 0   723883.73 0.036250 3306.37 20130401 0 0  
76 1 0 0   455313.19 0.037500 2111.81 20130401 0 0  
77 1 0 0   998443.92 0.037500 4630.92 20130401 0 0  
78 1 0 0   687984.97 0.038750 3239.93 20130401 0 0  
79 1 0 0   769838.76 0.037500 3570.62 20130401 0 0  
80 1 0 0   848775.30 0.040000 4058.03 20130401 0 0  
81 1 0 0   906632.41 0.037500 4205.09 20130401 0 0  
82 1 0 0   666017.36 0.038750 3136.48 20130401 0 0  
83 1 0 0   841358.68 0.038750 3962.22 20130401 0 0  
84 1 0 0   705000.00 0.037500 3264.96 20130401 0 0  
85 1 0 0   1497790.19 0.038750 7053.56 20130401 0 0  
86 1 0 0   604000.00 0.038750 2840.23 20130401 0 0  
87 1 0 0   665000.00 0.036250 3032.74 20130401 0 0  
88 1 0 0   609101.34 0.038750 2868.45 20130401 0 0  
89 1 0 0   666786.50 0.036250 3046.42 20130401 0 0  
90 1 0 0   932000.00 0.040000 4449.51 20130401 0 0  
91 1 0 0   692500.00 0.038750 3256.39 20130401 0 0  
92 1 0 0   709021.81 0.042500 3492.77 20130401 0 0  
93 1 0 0   1437000.00 0.035000 6452.77 20130401 0 0  
94 1 0 0   875679.11 0.037500 4061.52 20130401 0 0  
95 1 0 0   649042.42 0.038750 3056.54 20130401 0 0  
96 1 0 0   887000.00 0.037500 4107.84 20130401 0 0  
97 1 0 0   541201.53 0.038750 2548.68 20130401 0 0  
98 1 0 0   483302.64 0.040000 2310.69 20130401 0 0  
99 1 0 0   540020.81 0.040000 2581.86 20130401 0 0  
100 1 0 0   848719.77 0.037500 3936.48 20130401 0 0  
101 1 0 0   998460.32 0.036250 4560.51 20130401 0 0  
102 1 0 0   708000.00 0.036250 3228.84 20130401 0 0  
103 1 0 0   998460.32 0.036250 4560.51 20130401 0 0  
104 1 0 0   650060.00 0.038750 3056.82 20130401 0 0  
105 1 0 0   906632.41 0.037500 4205.09 20130401 0 0  
106 1 0 0   491275.18 0.038750 2313.57 20130401 0 0  
107 1 0 0   677600.00 0.037500 3138.07 20130401 0 0  
108 1 0 0   691024.97 0.041250 3353.78 20130401 0 0  
109 1 0 0   440000.00 0.036250 2006.63 20130401 0 0  
110 1 0 0   717917.08 0.037500 3329.80 20130401 0 0  
111 1 0 0   854710.73 0.037500 3964.27 20130401 0 0  
112 1 0 0   1439730.61 0.035000 6475.22 20130401 0 0  
113 1 0 0   753500.00 0.040000 3597.32 20130401 0 0  
114 1 0 0   998526.80 0.038750 4702.37 20130401 0 0  
115 1 0 0   874680.61 0.037500 4056.89 20130401 0 0  
116 1 0 0   766843.27 0.037500 3556.73 20130401 0 0  
117 1 0 0   665000.00 0.038750 3127.08 20130401 0 0  
118 1 0 0   480000.00 0.037500 2222.95 20130401 0 0  
119 1 0 0   754784.00 0.033750 3342.25 20130401 0 0  
120 1 0 0   775201.11 0.033750 3432.66 20130401 0 0  
121 1 0 0   738909.83 0.038750 3479.75 20130401 0 0  
122 1 0 0   760902.10 0.040000 3637.90 20130401 0 0  
123 1 0 0   686940.70 0.036250 3137.63 20130401 0 0  
124 1 0 0   888688.85 0.038750 4185.11 20130401 0 0  
125 1 0 0   878645.08 0.036250 4013.25 20130401 0 0  
126 1 0 0   718009.41 0.042500 3537.05 20130401 0 0  
127 1 0 0   552203.22 0.040000 2640.11 20130401 0 0  
128 1 0 0   927000.00 0.038750 4359.10 20130401 0 0  
129 1 0 0   674025.56 0.038750 3174.19 20130401 0 0  
130 1 0 0   659005.94 0.037500 3056.56 20130401 0 0  
131 1 0 0   1497740.77 0.037500 6946.73 20130401 0 0  
132 1 0 0   817793.45 0.038750 3851.24 20130401 0 0  
133 1 0 0   455342.99 0.040000 2177.01 20130401 0 0  
134 1 0 0   590609.11 0.037500 2739.33 20130401 0 0  
135 1 0 0   802762.10 0.036250 3666.65 20130401 0 0  
136 1 0 0   832000.00 0.040000 3972.10 20130401 0 0  
137 1 0 0   631089.40 0.040000 3017.26 20130401 0 0  
138 1 0 0   623060.16 0.037500 2889.84 20130401 0 0  
139 1 0 0   645048.30 0.038750 3037.73 20130401 0 0  
140 1 0 0   828749.89 0.037500 3843.86 20130401 0 0  
141 1 0 0   758880.37 0.038750 3573.80 20130401 0 0  
142 1 0 0   662001.42 0.037500 3070.46 20130401 0 0  
143 1 0 0   649042.42 0.038750 3056.54 20130401 0 0  
144 1 0 0   991537.11 0.038750 4669.45 20130401 0 0  
145 1 0 0   1089500.00 0.037500 5045.64 20130401 0 0  
146 1 0 0   623039.24 0.036250 2845.76 20130401 0 0  
147 1 0 0   607063.88 0.036250 2772.79 20130401 0 0  
148 1 0 0   579182.78 0.041250 2810.97 20130401 0 0  
149 1 0 0   719438.55 0.038750 3388.06 20130401 0 0  
150 1 0 0   733964.38 0.041250 3562.18 20130401 0 0  
151 1 0 0   673937.70 0.035000 3031.05 20130401 0 0  
152 1 0 0   1250042.92 0.038750 5887.37 20130401 0 0  
153 1 0 0   595141.27 0.040000 2845.40 20130401 0 0  
154 1 0 0   494550.35 0.038750 2328.99 20130401 0 0  
155 1 0 0   838734.83 0.037500 3890.17 20130401 0 0  
156 1 0 0   710974.13 0.040000 3399.20 20130401 0 0  
157 1 0 0   788810.14 0.037500 3658.61 20130401 0 0  
158 1 0 0   898674.12 0.038750 4232.13 20130401 0 0  
159 1 0 0   653991.51 0.036250 2987.14 20130401 0 0  
160 1 0 0   598807.87 0.040000 2864.01 20130401 0 0  
161 1 0 0   663120.00 0.038750 3118.24 20130401 0 0  
162 1 0 0   474300.22 0.038750 2233.63 20130401 0 0  
163 1 0 0   734915.73 0.038750 3460.94 20130401 0 0  
164 1 0 0   499279.59 0.040000 2387.08 20130401 0 0  
165 1 0 0   816213.29 0.040000 3902.35 20130401 0 0  
166 1 0 0   712000.00 0.041250 3450.71 20130401 0 0  
167 1 0 0   718962.60 0.040000 3437.39 20130401 0 0  
168 1 0 0   502275.27 0.040000 2401.40 20130401 0 0  
169 1 0 0   531198.73 0.037500 2463.77 20130401 0 0  
170 1 0 0   809805.23 0.038750 3813.62 20130401 0 0  
171 1 0 0   496068.11 0.038750 2336.14 20130401 0 0  
172 1 0 0   604907.53 0.038750 2848.70 20130401 0 0  
173 1 0 0   839960.75 0.038750 3955.63 20130401 0 0  
174 1 0 0   694997.19 0.040000 3322.81 20130401 0 0  
175 1 0 0   941000.00 0.037500 4357.92 20130401 0 0  
176 1 0 0   825000.00 0.040000 3938.68 20130401 0 0  
177 1 0 0   768814.44 0.036250 3511.60 20130401 0 0  
178 1 0 0   479292.86 0.038750 2257.14 20130401 0 0  
179 1 0 0   722909.54 0.037500 3352.96 20130401 0 0  
180 1 0 0   469292.11 0.037500 2176.64 20130401 0 0  
181 1 0 0   898644.46 0.037500 4168.04 20130401 0 0  
182 1 0 0   997528.27 0.038750 4697.67 20130401 0 0  
183 1 0 0   783194.92 0.041250 3801.11 20130401 0 0  
184 1 0 0   694020.74 0.041250 3368.32 20130401 0 0  
185 1 0 0   726951.09 0.040000 3475.58 20130401 0 0  
186 1 0 0   732500.00 0.041250 3550.06 20130401 0 0  
187 1 0 0   615072.21 0.037500 2852.79 20130401 0 0  
188 1 0 0   693953.23 0.037500 3218.65 20130401 0 0  
189 1 0 0   726927.50 0.038750 3423.33 20130401 0 0  
190 1 0 0   803814.07 0.038750 3785.41 20130401 0 0  
191 1 0 0   527072.83 0.042500 2596.46 20130401 0 0  
192 1 0 0   587171.51 0.041250 2849.74 20130401 0 0  
193 1 0 0   557159.56 0.037500 2584.19 20130401 0 0  
194 1 0 0   718962.61 0.040000 3437.39 20130401 0 0  
195 1 0 0   1397982.86 0.040000 6683.81 20130401 0 0  
196 1 0 0   488000.00 0.036250 2225.53 20130401 0 0  
197 1 0 0   688983.49 0.038750 3244.64 20130401 0 0  
198 1 0 0   681516.64 0.040000 3258.36 20130401 0 0  
199 1 0 0   782620.76 0.040000 3741.74 20130401 0 0  
200 1 0 0   698968.76 0.038750 3291.66 20130401 0 0  
201 1 0 0   519250.77 0.040000 2482.56 20130401 0 0  
202 1 0 0   532913.75 0.038750 2509.66 20130401 0 0  
203 1 0 0   1158328.65 0.040000 5538.02 20130401 0 0  
204 1 0 0   567962.04 0.038750 2674.71 20130401 0 0  
205 1 0 0   838762.50 0.038750 3949.99 20130401 0 0  
206 1 0 0   581142.60 0.038750 2736.78 20130401 0 0  
207 1 0 0   748919.39 0.040000 3580.61 20130401 0 0  
208 1 0 0   434344.83 0.037500 2014.55 20130401 0 0  
209 1 0 0   553683.11 0.038750 2607.46 20130401 0 0  
210 1 0 0   826696.91 0.035000 3718.09 20130401 0 0  
211 1 0 0   1082153.42 0.038750 5096.19 20130401 0 0  
212 1 0 0   439166.33 0.040000 2099.67 20130401 0 0  
213 1 0 0   798795.08 0.037500 3704.92 20130401 0 0  
214 1 0 0   683014.48 0.040000 3265.52 20130401 0 0  
215 1 0 0   848719.77 0.037500 3936.48 20130401 0 0  
216 1 0 0   686940.70 0.036250 3137.63 20130401 0 0  
217 1 0 0   633065.99 0.038750 2981.30 20130401 0 0  
218 1 0 0   613095.45 0.038750 2887.26 20130401 0 0  
219 1 0 0   791831.74 0.038750 3728.98 20130401 0 0  
220 1 0 0   998460.32 0.036250 4560.51 20130401 0 0  
221 1 0 0   659027.68 0.038750 3103.56 20130401 0 0  
222 1 0 0   650103.10 0.042500 3202.53 20130401 0 0  
223 1 0 0   501270.50 0.041250 2442.63 20130401 0 0  
224 1 0 0   511262.30 0.040000 2444.37 20130401 0 0  
225 1 0 0   715744.01 0.038750 3370.66 20130401 0 0  
226 1 0 0   748895.10 0.038750 3526.78 20130401 0 0  
227 1 0 0   670239.00 0.037500 3108.66 20130401 0 0  
228 1 0 0   944575.18 0.037500 4381.07 20130401 0 0  
229 1 0 0   513242.77 0.038750 2417.02 20130401 0 0  
230 1 0 0   874680.61 0.037500 4056.89 20130401 0 0  
231 1 0 0   1073451.12 0.040000 5132.21 20130401 0 0  
232 1 0 0   559057.91 0.036250 2553.52 20130401 0 0  
233 1 0 0   635063.04 0.038750 2990.71 20130401 0 0  
234 1 0 0   735714.54 0.038750 3464.71 20130401 0 0  
235 1 0 0   671010.01 0.038750 3159.99 20130401 0 0  
236 1 0 0   730172.72 0.038750 3438.61 20130401 0 0  
237 1 0 0   997238.66 0.042500 4919.39 20130401 0 0  
238 1 0 0   491275.18 0.038750 2313.57 20130401 0 0  
239 1 0 0   691140.31 0.038750 3254.79 20130401 0 0  
240 1 0 0   484668.92 0.037500 2247.96 20130401 0 0  
241 1 0 0   647107.23 0.042500 3187.77 20130401 0 0  
242 1 0 0   711178.99 0.035000 3198.55 20130401 0 0  
243 1 0 0   447310.22 0.036250 2043.11 20130401 0 0  
244 1 0 0   575113.14 0.036250 2626.86 20130401 0 0  
245 1 0 0   743902.46 0.038750 3503.27 20130401 0 0  
246 1 0 0   686986.44 0.038750 3235.23 20130401 0 0  
247 1 0 0   798795.08 0.037500 3704.92 20130401 0 0  
248 1 0 0   698454.33 0.040000 3341.91 20130401 0 0  
249 1 0 0   682059.01 0.042500 3359.95 20130401 0 0  
250 1 0 0   444344.42 0.038750 2092.56 20130401 0 0  
251 1 0 0   778825.20 0.037500 3612.30 20130401 0 0  
252 1 0 0   702985.66 0.040000 3361.00 20130401 0 0  
253 1 0 0   1206268.35 0.036250 5518.22 20130401 0 0  
254 1 0 0   858760.89 0.040000 4105.77 20130401 0 0  
255 1 0 0   800000.00 0.038750 3761.90 20130401 0 0  
256 1 0 0   654716.90 0.043750 3273.31 20130401 0 0  
257 1 0 0   560117.11 0.035000 2519.14 20130401 0 0  
258 1 0 0   685011.60 0.040000 3275.07 20130401 0 0  
259 1 0 0   758880.37 0.038750 3573.80 20130401 0 0  
260 1 0 0   656809.26 0.037500 3046.37 20130401 0 0  
261 1 0 0   629071.89 0.038750 2962.49 20130401 0 0  
262 1 0 0   758829.84 0.036250 3465.99 20130401 0 0  
263 1 0 0   1026019.56 0.040000 4905.44 20130401 0 0  
264 1 0 0   593724.03 0.038750 2796.03 20130401 0 0  
265 1 0 0   463316.43 0.038750 2181.90 20130401 0 0  
266 1 0 0   693976.12 0.038750 3268.15 20130401 0 0  
267 1 0 0   559193.14 0.040000 2673.53 20130401 0 0  
268 1 0 0   718962.61 0.040000 3437.39 20130401 0 0  
269 1 0 0   643072.12 0.040000 3074.55 20130401 0 0  
270 1 0 0   579164.32 0.040000 2769.01 20130401 0 0  
271 1 0 0   882782.08 0.042500 4348.75 20130401 0 0  
272 1 0 0   529183.97 0.036250 2417.07 20130401 0 0  
273 1 0 0   656010.46 0.037500 3042.67 20130401 0 0  
274 1 0 0   579145.54 0.038750 2727.38 20130401 0 0  
275 1 0 0   950000.00 0.035000 4265.92 20130401 0 0  
276 1 0 0   773858.26 0.038750 3644.34 20130401 0 0  
277 1 0 0   634043.60 0.037500 2940.78 20130401 0 0  
278 1 0 0   530200.24 0.037500 2459.14 20130401 0 0  
279 1 0 0   755442.23 0.035000 3397.62 20130401 0 0  
280 1 0 0   693929.92 0.036250 3169.56 20130401 0 0  
281 1 0 0   581179.97 0.041250 2820.66 20130401 0 0  
282 1 0 0   1236135.38 0.037500 5733.37 20130401 0 0  
283 1 0 0   816752.98 0.038750 3846.34 20130401 0 0  
284 1 0 0   686940.70 0.036250 3137.63 20130401 0 0  
285 1 0 0   872417.74 0.038750 4114.57 20130401 0 0  
286 1 0 0   671489.30 0.038750 3162.25 20130401 0 0  
287 1 0 0   777646.73 0.037500 3612.30 20130401 0 0  
288 1 0 0   543282.08 0.035000 2447.29 20130401 0 0  
289 1 0 0   758181.40 0.038750 3570.51 20130401 0 0  
290 1 0 0   561453.09 0.037500 2604.10 20130401 0 0  
291 1 0 0   968302.83 0.040000 4629.50 20130401 0 0  
292 1 0 0   426964.03 0.040000 2044.29 20130401 0 0  
293 1 0 0   1280281.94 0.035000 5758.10 20130401 0 0  
294 1 0 0   850000.00 0.036250 3876.44 20130401 0 0  
295 1 0 0   466196.77 0.037500 2162.29 20130401 0 0  
296 1 0 0   944356.71 0.038750 4447.27 20130401 0 0  
297 1 0 0   517236.88 0.038750 2435.83 20130401 0 0  
298 1 0 0   770785.05 0.035000 3466.62 20130401 0 0  
299 1 0 0   638137.42 0.037500 2959.77 20130401 0 0  
300 1 0 0   523228.04 0.038750 2464.04 20130401 0 0  
301 1 0 0   736912.78 0.038750 3470.35 20130401 0 0  
302 1 0 0   684989.38 0.038750 3225.83 20130401 0 0  
303 1 0 0   998460.32 0.036250 4560.51 20130401 0 0  
304 1 0 0   650000.00 0.038750 3056.54 20130401 0 0  
305 1 0 0   546711.15 0.040000 2613.85 20130401 0 0  
306 1 0 0   822758.93 0.037500 3816.07 20130401 0 0  
307 1 0 0   734891.47 0.037500 3408.53 20130401 0 0  
308 1 0 0   638458.03 0.038750 3006.70 20130401 0 0  
309 1 0 0   707955.50 0.038750 3333.98 20130401 0 0  
310 1 0 0   748919.39 0.040000 3580.61 20130401 0 0  
311 1 0 0   974529.99 0.037500 4520.01 20130401 0 0  
312 1 0 0   456370.37 0.042500 2248.17 20130401 0 0  
313 1 0 0   620085.14 0.038750 2920.17 20130401 0 0  
314 1 0 0   850744.83 0.038750 4006.42 20130401 0 0  
315 1 0 0   467295.12 0.037500 2167.38 20130401 0 0  
316 1 0 0   513275.78 0.041250 2491.10 20130401 0 0  
317 1 0 0   1411000.00 0.037500 6534.56 20130401 0 0  
318 1 0 0   793802.61 0.037500 3681.77 20130401 0 0  
319 1 0 0   998525.79 0.038750 4702.14 20130401 0 0  
320 1 0 0   691046.61 0.042500 3404.22 20130401 0 0  
321 1 0 0   1193200.15 0.037500 5534.23 20130401 0 0  
322 1 0 0   539186.68 0.037500 2500.82 20130401 0 0  
323 1 0 0   957000.00 0.038750 4500.17 20130401 0 0  
324 1 0 0   953529.61 0.036250 4355.29 20130401 0 0  
325 1 0 0   574133.97 0.037500 2662.91 20130401 0 0  
326 1 0 0   545195.64 0.038750 2567.49 20130401 0 0  
327 1 0 0   561920.95 0.038750 2646.26 20130401 0 0  
328 1 0 0   888688.85 0.038750 4185.11 20130401 0 0  
329 1 0 0   615112.45 0.040000 2940.88 20130401 0 0  
330 1 0 0   798821.43 0.038750 3761.90 20130401 0 0  
331 1 0 0   960000.00 0.037500 4445.91 20130401 0 0  
332 1 0 0   591327.57 0.038750 2784.74 20130401 0 0  
333 1 0 0   980000.00 0.040000 4678.67 20130401 0 0  
334 1 0 0   1024488.50 0.038750 4824.63 20130401 0 0  
335 1 0 0   891185.16 0.038750 4196.87 20130401 0 0  
336 1 0 0   657964.55 0.036250 3009.94 20130401 0 0  
337 1 0 0   708954.03 0.038750 3338.68 20130401 0 0  
338 1 0 0   663000.00 0.040000 3165.26 20130401 0 0  
339 1 0 0   811303.02 0.038750 3820.68 20130401 0 0  
340 1 0 0   669012.95 0.038750 3150.59 20130401 0 0  
341 1 0 0   938615.19 0.038750 4420.23 20130401 0 0  
342 1 0 0   459291.74 0.036250 2097.84 20130401 0 0  
343 1 0 0   511228.85 0.037500 2371.15 20130401 0 0  
344 1 0 0   981918.85 0.037500 4554.28 20130401 0 0  
345 1 0 0   667463.18 0.037500 3095.79 20130401 0 0  
346 1 0 0   623100.93 0.040000 2979.07 20130401 0 0  
347 1 0 0   728924.56 0.038750 3432.73 20130401 0 0  
348 1 0 0   878674.58 0.037500 4075.42 20130401 0 0  
349 1 0 0   700919.14 0.036250 3201.48 20130401 0 0  
350 1 0 0   810777.00 0.037500 3760.50 20130401 0 0  
351 1 0 0   574133.97 0.037500 2662.91 20130401 0 0  
352 1 0 0   695973.18 0.038750 3277.55 20130401 0 0  
353 1 0 0   986544.48 0.038750 4645.94 20130401 0 0  
354 1 0 0   671010.00 0.038750 3159.99 20130401 0 0  
355 1 0 0   854710.73 0.037500 3964.27 20130401 0 0  
356 1 0 0   619086.61 0.038750 2915.47 20130401 0 0  
357 1 0 0   595102.33 0.037500 2760.17 20130401 0 0  
358 1 0 0   688000.00 0.037500 3186.24 20130401 0 0  
359 1 0 0   611118.22 0.040000 2921.78 20130401 0 0  
360 1 0 0   545247.76 0.042500 2685.99 20130401 0 0  
361 1 0 0   913621.87 0.037500 4237.51 20130401 0 0  
362 1 0 0   599116.08 0.038750 2821.42 20130401 0 0  
363 1 0 0   987142.43 0.040000 4726.41 20130401 0 0  
364 1 0 0   741905.41 0.038750 3493.86 20130401 0 0  
365 1 0 0   864824.86 0.042500 4260.29 20130401 0 0  
366 1 0 0   454344.43 0.040000 2172.24 20130401 0 0  
367 1 0 0   521580.48 0.038750 2456.28 20130401 0 0  
368 1 0 0   838734.82 0.037500 3890.17 20130401 0 0  
369 1 0 0   998559.18 0.040000 4774.15 20130401 0 0  
370 1 0 0   743902.46 0.038750 3503.27 20130401 0 0  
371 1 0 0   542931.03 0.037500 2518.19 20130401 0 0  
372 1 0 0   998493.84 0.037500 4631.16 20130401 0 0  
373 1 0 0   568891.87 0.037500 2638.60 20130401 0 0  
374 1 0 0   720912.56 0.037500 3343.69 20130401 0 0  
375 1 0 0   861287.25 0.040000 4117.85 20130401 0 0  
376 1 0 0   877345.02 0.037500 4075.42 20130401 0 0  
377 1 0 0   697570.82 0.038750 3285.08 20130401 0 0  
378 1 0 0   908688.85 0.040000 4344.48 20130401 0 0  
379 1 0 0   998493.84 0.037500 4631.16 20130401 0 0  
380 1 0 0   709952.55 0.038750 3343.39 20130401 0 0  
381 1 0 0   861948.71 0.038750 4065.20 20130401 0 0  
382 1 0 0   663998.41 0.037500 3079.72 20130401 0 0  
383 1 0 0   763873.00 0.038750 3597.31 20130401 0 0  
384 1 0 0   964576.89 0.038750 4542.49 20130401 0 0  
385 1 0 0   693953.23 0.037500 3218.65 20130401 0 0  
386 1 0 0   818791.98 0.038750 3855.94 20130401 0 0  
387 1 0 0   962500.00 0.041250 4664.75 20130401 0 0  
388 1 0 0   1298041.99 0.037500 6020.50 20130401 0 0  
389 1 0 0   820066.73 0.040000 3920.77 20130401 0 0  
390 1 0 0   764237.93 0.038750 3604.37 20130401 0 0  
391 1 0 0   487790.99 0.036250 2231.46 20130401 0 0  
392 1 0 0   600594.05 0.037500 2785.64 20130401 0 0  
393 1 0 0   698945.69 0.037500 3241.81 20130401 0 0  
394 1 0 0   758904.97 0.040000 3628.36 20130401 0 0  
395 1 0 0   554200.35 0.040000 2649.65 20130401 0 0  
396 1 0 0   519948.21 0.036250 2374.89 20130401 0 0  
397 1 0 0   631048.11 0.037500 2926.89 20130401 0 0  
398 1 0 0   536940.07 0.037500 2490.40 20130401 0 0  
399 1 0 0   894172.51 0.035000 4027.93 20130401 0 0  
400 1 0 0   703961.39 0.038750 3315.17 20130401 0 0  
401 1 0 0   811303.02 0.038750 3820.68 20130401 0 0  
402 1 0 0   674048.76 0.040000 3227.33 20130401 0 0  
403 1 0 0   872530.00 0.041250 4240.69 20130401 0 0  
404 1 0 0   736936.68 0.040000 3523.32 20130401 0 0  
405 1 0 0   660000.00 0.037500 3056.56 20130401 0 0  
406 1 0 0   911654.97 0.038750 4293.26 20130401 0 0  
407 1 0 0   976977.68 0.036250 4469.30 20130401 0 0  
408 1 0 0   609101.34 0.038750 2868.45 20130401 0 0  
409 1 0 0   716942.24 0.038750 3376.30 20130401 0 0  
410 1 0 0   703938.17 0.037500 3264.96 20130401 0 0  
411 1 0 0   681472.05 0.037500 3160.76 20130401 0 0  
412 1 0 0   733892.98 0.037500 3403.90 20130401 0 0  
413 1 0 0   1101810.48 0.040000 5275.44 20130401 0 0  
414 1 0 0   681344.76 0.038750 3208.66 20130401 0 0  
415 1 0 0   1082153.42 0.038750 5096.19 20130401 0 0  
416 1 0 0   694880.51 0.033750 3076.99 20130401 0 0  
417 1 0 0   998426.22 0.035000 4490.45 20130401 0 0  
418 1 0 0   700000.00 0.036250 3192.36 20130401 0 0  
419 1 0 0   703938.17 0.037500 3264.96 20130401 0 0  
420 1 0 0   493038.59 0.040000 2357.24 20130401 0 0  
421 1 0 0   891185.16 0.038750 4196.87 20130401 0 0  
422 1 0 0   886691.79 0.038750 4175.71 20130401 0 0  
423 1 0 0   509231.86 0.037500 2361.89 20130401 0 0  
424 1 0 0   563731.33 0.037500 2615.91 20130401 0 0  
425 1 0 0   499279.59 0.040000 2387.08 20130401 0 0  
426 1 0 0   995553.25 0.038750 4695.32 20130401 0 0  
427 1 0 0   439366.04 0.040000 2100.63 20130401 0 0  
428 1 0 0   598380.63 0.043750 2995.71 20130401 0 0  
429 1 0 0   986576.47 0.040000 4716.86 20130401 0 0  
430 1 0 0   527256.05 0.041250 2558.95 20130401 0 0  
431 1 0 0   873710.95 0.038750 4114.57 20130401 0 0  
432 1 0 0   712971.25 0.040000 3408.75 20130401 0 0  
433 1 0 0   579087.21 0.035000 2604.46 20130401 0 0  
434 1 0 0   1078373.35 0.037500 5001.65 20130401 0 0  
435 1 0 0   767617.47 0.038750 3614.95 20130401 0 0  
436 1 0 0   700000.00 0.037500 3241.81 20130401 0 0  
437 1 0 0   557177.96 0.038750 2623.92 20130401 0 0  
438 1 0 0   903575.73 0.035000 4063.85 20130401 0 0  
439 1 0 0   535174.74 0.036250 2444.43 20130401 0 0  
440 1 0 0   702392.85 0.035000 3159.03 20130401 0 0  
441 1 0 0   754861.35 0.037500 3501.15 20130401 0 0  
442 1 0 0   926103.04 0.037500 4295.40 20130401 0 0  
443 1 0 0   679674.76 0.037500 3152.43 20130401 0 0  
444 1 0 0   695450.00 0.038750 3270.26 20130401 0 0  
445 1 0 0   534176.28 0.036250 2439.87 20130401 0 0  
446 1 0 0   778850.90 0.038750 3667.85 20130401 0 0  
447 1 0 0   1308026.94 0.037500 6066.81 20130401 0 0  
448 1 0 0   1421948.28 0.040000 6798.39 20130401 0 0  
449 1 0 0   679020.25 0.040000 3246.42 20130401 0 0  
450 1 0 0   767592.14 0.037500 3560.20 20130401 0 0  
451 1 0 0   574133.97 0.037500 2662.91 20130401 0 0  
452 1 0 0   575151.43 0.038750 2708.57 20130401 0 0  
453 1 0 0   848775.30 0.040000 4058.03 20130401 0 0  
454 1 0 0   1034938.87 0.037500 4800.19 20130401 0 0  
455 1 0 0   757551.70 0.033750 3359.93 20130401 0 0  
456 1 0 0   1108328.17 0.037500 5140.58 20130401 0 0  
457 1 0 0   699013.70 0.041250 3392.55 20130401 0 0  
458 1 0 0   673937.70 0.035000 3031.05 20130401 0 0  
459 1 0 0   998201.70 0.035000 4490.45 20130401 0 0  
460 1 0 0   494203.81 0.033750 2188.38 20130401 0 0  
461 1 0 0   441521.89 0.040000 2113.99 20130401 0 0  
462 1 0 0   998492.85 0.037500 4631.15 20130401 0 0  
463 1 0 0   886756.76 0.036250 4056.58 20130401 0 0  
464 1 0 0   688960.75 0.037500 3195.50 20130401 0 0  
465 1 0 0   695003.27 0.036250 3174.46 20130401 0 0  
466 1 0 0   714836.80 0.037500 3320.54 20130401 0 0  
467 1 0 0   570235.94 0.036250 2608.61 20130401 0 0  
468 1 0 0   778825.19 0.037500 3612.30 20130401 0 0  
469 1 0 0   710903.74 0.036250 3247.09 20130401 0 0  
470 1 0 0   984500.00 0.038750 4629.48 20130401 0 0  
471 1 0 0   620043.86 0.036250 2832.08 20130401 0 0  
472 1 0 0   527204.75 0.037500 2445.25 20130401 0 0  
473 1 0 0   595174.26 0.037500 2764.80 20130401 0 0  
474 1 0 0   623017.96 0.035000 2802.04 20130401 0 0  
475 1 0 0   513026.14 0.037500 2379.49 20130401 0 0  
476 1 0 0   541183.66 0.037500 2510.09 20130401 0 0  
477 1 0 0   565363.40 0.040000 2706.94 20130401 0 0  
478 1 0 0   663998.41 0.037500 3079.72 20130401 0 0  
479 1 0 0   624536.93 0.036250 2852.60 20130401 0 0  
480 1 0 0   660530.15 0.041250 3210.32 20130401 0 0  
481 1 0 0   711949.61 0.038750 3352.79 20130401 0 0  
482 1 0 0   633023.84 0.036250 2891.37 20130401 0 0  
483 1 0 0   949598.99 0.038750 4471.95 20130401 0 0  
484 1 0 0   655033.57 0.038750 3084.76 20130401 0 0  
485 1 0 0   969799.87 0.036250 4436.47 20130401 0 0  
486 1 0 0   763273.89 0.038750 3594.49 20130401 0 0  
487 1 0 0   1036930.78 0.038750 4890.47 20130401 0 0  
488 1 0 0   515239.83 0.038750 2426.42 20130401 0 0  
489 1 0 0   626944.31 0.038750 2956.85 20130401 0 0  
490 1 0 0   723931.93 0.038750 3409.22 20130401 0 0  
491 1 0 0   1073308.19 0.035000 4827.23 20130401 0 0  
492 1 0 0   704936.65 0.037500 3269.60 20130401 0 0  
493 1 0 0   823729.77 0.036250 3762.42 20130401 0 0  
494 1 0 0   996981.99 0.037500 4631.15 20130401 0 0  
495 1 0 0   647000.00 0.037500 2996.36 20130401 0 0  
496 1 0 0   692931.46 0.036250 3165.00 20130401 0 0  
497 1 0 0   673937.70 0.035000 3031.05 20130401 0 0  
498 1 0 0   699944.19 0.037500 3246.44 20130401 0 0  
499 1 0 0   712695.24 0.036250 3260.31 20130401 0 0  
500 1 0 0   677023.12 0.040000 3236.88 20130401 0 0  
501 1 0 0   658052.24 0.038750 3103.56 20130401 0 0  
502 1 0 0   651495.36 0.036250 2975.73 20130401 0 0  
503 1 0 0   578646.28 0.038750 2725.02 20130401 0 0  
504 1 0 0   1265133.45 0.038750 5957.90 20130401 0 0  
505 1 0 0   587133.76 0.038750 2764.99 20130401 0 0  
506 1 0 0   1383209.24 0.038750 6513.96 20130401 0 0  
507 1 0 0   778691.07 0.036250 3562.22 20130401 0 0  
508 1 0 0   658916.42 0.035000 2968.19 20130401 0 0  
509 1 0 0   698968.76 0.038750 3291.66 20130401 0 0  
510 1 0 0   1107366.22 0.038750 5214.93 20130401 0 0  
511 1 0 0   746547.03 0.037500 3473.37 20130401 0 0  
512 1 0 0   702657.00 0.035000 3170.26 20130401 0 0  
513 1 0 0   856270.29 0.040000 4105.77 20130401 0 0  
514 1 0 0   926389.60 0.033750 4103.54 20130401 0 0  
515 1 0 0   863725.68 0.038750 4067.55 20130401 0 0  
516 1 0 0   783764.58 0.035000 3525.00 20130401 0 0  
517 1 0 0   658961.31 0.035000 2963.69 20130401 0 0  
518 1 0 0   708977.02 0.040000 3389.65 20130401 0 0  
519 1 0 0   1068458.33 0.040000 5108.34 20130401 0 0  
520 1 0 0   722764.09 0.036250 3306.37 20130401 0 0  
521 1 0 0   709952.55 0.038750 3343.39 20130401 0 0  
522 1 0 0   1461395.59 0.037500 6778.16 20130401 0 0  
523 1 0 0   893652.00 0.037500 4144.88 20130401 0 0  
524 1 0 0   2496397.95 0.040000 11935.38 20130401 0 0  
525 1 0 0   713946.65 0.038750 3362.20 20130401 0 0  
526 1 0 0   617838.46 0.038750 2909.59 20130401 0 0  
527 1 0 0   743940.78 0.042500 3669.87 20130401 0 0  
528 1 0 0   658094.95 0.040000 3150.94 20130401 0 0  
529 1 0 0   712349.02 0.038750 3354.67 20130401 0 0  
530 1 0 0   608122.54 0.040000 2907.46 20130401 0 0  
531 1 0 0   710927.62 0.037500 3297.38 20130401 0 0  
532 1 0 0   693750.00 0.038750 3262.27 20130401 0 0  
533 1 0 0   1455595.15 0.037500 6761.49 20130401 0 0  
534 1 0 0   971125.56 0.038750 4580.11 20130401 0 0  
535 1 0 0   786813.15 0.037500 3649.35 20130401 0 0  
536 1 0 0   861229.37 0.038750 4055.79 20130401 0 0  
537 1 0 0   591627.10 0.038750 2786.15 20130401 0 0  
538 1 0 0   880700.64 0.038750 4147.49 20130401 0 0  
539 1 0 0   747519.14 0.038750 3526.78 20130401 0 0  
540 1 0 0   984547.42 0.038750 4636.54 20130401 0 0  
541 1 0 0   1169621.38 0.042500 5815.96 20130401 0 0  
542 1 0 0   733645.59 0.037500 3413.16 20130401 0 0  
543 1 0 0   985610.44 0.038750 4655.35 20130401 0 0  
544 1 0 0   760000.00 0.037500 3519.68 20130401 0 0  
545 1 0 0   506433.32 0.036250 2316.74 20130401 0 0  
546 1 0 0   1606629.62 0.038750 7566.11 20130401 0 0  
547 1 0 0   1235636.13 0.037500 5731.06 20130401 0 0  
548 1 0 0   585136.70 0.038750 2755.59 20130401 0 0  
549 1 0 0   1188246.89 0.038750 5595.82 20130401 0 0  
550 1 0 0   666060.20 0.041250 3232.61 20130401 0 0  
551 1 0 0   566645.26 0.037500 2628.18 20130401 0 0  
552 1 0 0   695019.34 0.041250 3373.16 20130401 0 0  
553 1 0 0   576704.36 0.042500 2840.95 20130401 0 0  
554 1 0 0   780898.16 0.041250 3789.96 20130401 0 0  
555 1 0 0   701987.10 0.040000 3356.23 20130401 0 0  
556 1 0 0   564203.92 0.041250 2738.27 20130401 0 0  
557 1 0 0   712000.00 0.045000 3607.60 20130401 0 0  
558 1 0 0   688007.28 0.040000 3289.39 20130401 0 0  
559 1 0 0   710650.11 0.038750 3348.09 20130401 0 0  
560 1 0 0   908717.81 0.041250 4410.31 20130401 0 0  
561 1 0 0   823863.38 0.042500 4058.50 20130401 0 0  
562 1 0 0   771882.09 0.038750 3641.52 20130401 0 0  
563 1 0 0   561190.26 0.040000 2683.07 20130401 0 0  
564 1 0 0   894846.64 0.046250 4606.69 20130401 0 0  
565 1 0 0   703938.15 0.037500 3264.96 20130401 0 0  
566 1 0 0   674249.82 0.037500 3145.02 20130401 0 0  
567 1 0 0   558310.46 0.037500 2593.45 20130401 0 0  
568 1 0 0   1098343.23 0.037500 5094.27 20130401 0 0  
569 1 0 0   562170.59 0.038750 2647.43 20130401 0 0  
570 1 0 0   830746.88 0.037500 3853.12 20130401 0 0  
571 1 0 0   518431.15 0.037500 2408.20 20130401 0 0  
572 1 0 0   970313.70 0.037500 4507.27 20130401 0 0  
573 1 0 0   1148101.74 0.038750 5414.78 20130401 0 0  

 

  42 43 44 45 46 47 48 49 50 51 52
  Gross Margin ARM Round Flag ARM Round Factor Initial Fixed Rate
Period
Initial Interest Rate
Cap (Change Up)
Initial Interest Rate
Cap (Change Down)
Subsequent Interest
Rate Reset Period
Subsequent Interest
Rate Cap (Change Down)
Subsequent Interest
Rate Cap (Change
Up)
Lifetime Maximum
Rate (Ceiling)
Lifetime Minimum
Rate (Floor)
1                      
2                      
3                      
4                      
5                      
6                      
7                      
8                      
9                      
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      
24                      
25                      
26                      
27                      
28                      
29                      
30                      
31                      
32                      
33                      
34                      
35                      
36                      
37                      
38                      
39                      
40                      
41                      
42                      
43                      
44                      
45                      
46                      
47                      
48                      
49                      
50                      
51                      
52                      
53                      
54                      
55                      
56                      
57                      
58                      
59                      
60                      
61                      
62                      
63                      
64                      
65                      
66                      
67                      
68                      
69                      
70                      
71                      
72                      
73                      
74                      
75                      
76                      
77                      
78                      
79                      
80                      
81                      
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469                      
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521                      
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529                      
530                      
531                      
532                      
533                      
534                      
535                      
536                      
537                      
538                      
539                      
540                      
541                      
542                      
543                      
544                      
545                      
546                      
547                      
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551                      
552                      
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555                      
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559                      
560                      
561                      
562                      
563                      
564                      
565                      
566                      
567                      
568                      
569                      
570                      
571                      
572                      
573                      

 

 

  53 54 55 56 57 58 59 60 61 62 63
  Negative
Amortization Limit
Initial Negative
Amortization Recast
Period
Subsequent
Negative
Amortization Recast
Period
Initial Fixed
Payment Period
Subsequent
Payment Reset
Period
Initial Periodic
Payment Cap
Subsequent
Periodic Payment
Cap
Initial Minimum
Payment Reset
Period
Subsequent
Minimum Payment
Reset Period
Option ARM
Indicator
Options at Recast
1                      
2                      
3                      
4                      
5                      
6                      
7                      
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15                      
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36                      
37                      
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40                      
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65                      
66                      
67                      
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69                      
70                      
71                      
72                      
73                      
74                      
75                      
76                      
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78                      
79                      
80                      
81                      
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184                      
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188                      
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194                      
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197                      
198                      
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250                      
251                      
252                      
253                      
254                      
255                      
256                      
257                      
258                      
259                      
260                      
261                      
262                      
263                      
264                      
265                      
266                      
267                      
268                      
269                      
270                      
271                      
272                      
273                      
274                      
275                      
276                      
277                      
278                      
279                      
280                      
281                      
282                      
283                      
284                      
285                      
286                      
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288                      
289                      
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294                      
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311                      
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314                      
315                      
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318                      
319                      
320                      
321                      
322                      
323                      
324                      
325                      
326                      
327                      
328                      
329                      
330                      
331                      
332                      
333                      
334                      
335                      
336                      
337                      
338                      
339                      
340                      
341                      
342                      
343                      
344                      
345                      
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348                      
349                      
350                      
351                      
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353                      
354                      
355                      
356                      
357                      
358                      
359                      
360                      
361                      
362                      
363                      
364                      
365                      
366                      
367                      
368                      
369                      
370                      
371                      
372                      
373                      
374                      
375                      
376                      
377                      
378                      
379                      
380                      
381                      
382                      
383                      
384                      
385                      
386                      
387                      
388                      
389                      
390                      
391                      
392                      
393                      
394                      
395                      
396                      
397                      
398                      
399                      
400                      
401                      
402                      
403                      
404                      
405                      
406                      
407                      
408                      
409                      
410                      
411                      
412                      
413                      
414                      
415                      
416                      
417                      
418                      
419                      
420                      
421                      
422                      
423                      
424                      
425                      
426                      
427                      
428                      
429                      
430                      
431                      
432                      
433                      
434                      
435                      
436                      
437                      
438                      
439                      
440                      
441                      
442                      
443                      
444                      
445                      
446                      
447                      
448                      
449                      
450                      
451                      
452                      
453                      
454                      
455                      
456                      
457                      
458                      
459                      
460                      
461                      
462                      
463                      
464                      
465                      
466                      
467                      
468                      
469                      
470                      
471                      
472                      
473                      
474                      
475                      
476                      
477                      
478                      
479                      
480                      
481                      
482                      
483                      
484                      
485                      
486                      
487                      
488                      
489                      
490                      
491                      
492                      
493                      
494                      
495                      
496                      
497                      
498                      
499                      
500                      
501                      
502                      
503                      
504                      
505                      
506                      
507                      
508                      
509                      
510                      
511                      
512                      
513                      
514                      
515                      
516                      
517                      
518                      
519                      
520                      
521                      
522                      
523                      
524                      
525                      
526                      
527                      
528                      
529                      
530                      
531                      
532                      
533                      
534                      
535                      
536                      
537                      
538                      
539                      
540                      
541                      
542                      
543                      
544                      
545                      
546                      
547                      
548                      
549                      
550                      
551                      
552                      
553                      
554                      
555                      
556                      
557                      
558                      
559                      
560                      
561                      
562                      
563                      
564                      
565                      
566                      
567                      
568                      
569                      
570                      
571                      
572                      
573                      

 

  64 65 66 67 68 69 70 71 72 73
  Initial Minimum
Payment
Current Minimum
Payment
Prepayment Penalty
Calculation
Prepayment Penalty
Type
Prepayment Penalty
Total Term
Prepayment Penalty
Hard Term
Primary Borrower ID Number of
Mortgaged
Properties
Total Number of
Borrowers
Self-employment
Flag
1         0   464 1   1
2         0   88 2   1
3         0   592 3   0
4         0   313 1   0
5         0   409 1   0
6         0   91 1   1
7         0   45 2   0
8         0   270 2   0
9         0   436 2   1
10         0   470 1   1
11         0   498 2   0
12         0   338 1   1
13         0   155 4   0
14         0   299 1   0
15         0   141 1   0
16         0   485 1   0
17         0   437 3   0
18         0   350 3   1
19         0   478 1   1
20         0   471 2   0
21         0   344 2   0
22         0   78 1   0
23         0   420 1   0
24         0   487 1   0
25         0   134 2   0
26         0   424 1   1
27         0   431 1   0
28         0   208 1   0
29         0   525 1   0
30         0   370 2   0
31         0   435 1   0
32         0   524 2   0
33         0   115 1   0
34         0   481 2   0
35         0   76 1   1
36         0   298 2   0
37         0   316 1   1
38         0   514 1   0
39         0   492 2   0
40         0   138 2   0
41         0   306 1   0
42         0   113 1   0
43         0   48 1   0
44         0   288 2   0
45         0   557 3   0
46         0   283 2   0
47         0   261 1   0
48         0   506 2   1
49         0   106 1   1
50         0   65 1   1
51         0   392 1   0
52         0   331 1   0
53         0   536 1   0
54         0   305 1   0
55         0   280 2   0
56         0   432 2   0
57         0   589 1   0
58         0   159 1   0
59         0   177 1   0
60         0   397 3   1
61         0   442 1   1
62         0   238 1   1
63         0   77 1   0
64         0   201 1   0
65         0   38 1   0
66         0   34 2   0
67         0   541 1   0
68         0   282 1   0
69         0   458 1   0
70         0   205 1   0
71         0   35 1   0
72         0   587 1   0
73         0   43 2   1
74         0   249 1   0
75         0   575 1   0
76         0   220 1   0
77         0   324 3   0
78         0   577 1   0
79         0   530 1   1
80         0   59 1   0
81         0   190 1   0
82         0   462 1   0
83         0   554 2   0
84         0   39 1   0
85         0   210 2   1
86         0   371 4   0
87         0   10 1   0
88         0   323 1   0
89         0   301 1   0
90         0   161 1   1
91         0   495 1   0
92         0   567 1   1
93         0   401 3   0
94         0   393 2   1
95         0   546 1   0
96         0   578 1   0
97         0   374 1   1
98         0   263 1   1
99         0   356 1   0
100         0   140 1   0
101         0   520 1   1
102         0   531 1   0
103         0   171 1   0
104         0   584 1   0
105         0   447 1   0
106         0   334 1   0
107         0   593 1   0
108         0   169 3   0
109         0   146 1   0
110         0   383 1   0
111         0   507 1   0
112         0   440 1   1
113         0   240 1   0
114         0   271 1   0
115         0   8 2   0
116         0   510 2   0
117         0   232 1   0
118         0   231 1   0
119         0   480 1   0
120         0   258 1   0
121         0   417 1   0
122         0   564 2   0
123         0   11 2   0
124         0   509 1   0
125         0   6 2   0
126         0   556 1   1
127         0   101 1   1
128         0   571 4   1
129         0   133 1   0
130         0   355 1   0
131         0   114 1   1
132         0   443 1   0
133         0   378 2   1
134         0   539 4   1
135         0   163 1   0
136         0   388 1   0
137         0   80 3   0
138         0   396 1   0
139         0   449 1   0
140         0   5 2   1
141         0   467 2   0
142         0   527 3   1
143         0   117 1   1
144         0   207 1   0
145         0   463 4   0
146         0   174 1   0
147         0   413 1   0
148         0   545 3   0
149         0   229 1   0
150         0   239 1   0
151         0   241 1   0
152         0   320 1   1
153         0   585 1   0
154         0   406 1   1
155         0   366 3   1
156         0   304 1   0
157         0   501 1   0
158         0   153 2   1
159         0   569 2   0
160         0   548 1   0
161         0   354 1   0
162         0   111 1   0
163         0   86 3   0
164         0   17 2   0
165         0   429 2   0
166         0   206 1   0
167         0   267 2   0
168         0   245 1   0
169         0   327 2   0
170         0   494 4   1
171         0   2 3   1
172         0   259 1   0
173         0   562 2   1
174         0   337 1   0
175         0   57 1   0
176         0   51 1   0
177         0   576 1   0
178         0   296 1   0
179         0   191 4   0
180         0   572 1   0
181         0   446 1   0
182         0   237 2   1
183         0   274 1   0
184         0   95 2   0
185         0   581 2   0
186         0   326 1   0
187         0   123 1   0
188         0   98 1   0
189         0   364 1   0
190         0   542 1   0
191         0   295 2   1
192         0   407 3   0
193         0   307 1   1
194         0   505 1   0
195         0   411 1   0
196         0   202 1   1
197         0   69 2   0
198         0   529 3   0
199         0   125 1   0
200         0   543 2   0
201         0   223 2   0
202         0   300 1   0
203         0   84 1   0
204         0   310 1   1
205         0   185 2   0
206         0   164 1   0
207         0   362 4   0
208         0   246 1   0
209         0   385 2   0
210         0   314 1   0
211         0   31 2   0
212         0   329 1   0
213         0   521 1   0
214         0   391 2   0
215         0   497 1   0
216         0   178 3   0
217         0   265 1   0
218         0   515 1   0
219         0   473 1   1
220         0   137 1   1
221         0   361 1   0
222         0   380 1   0
223         0   89 1   0
224         0   549 1   0
225         0   322 2   1
226         0   66 1   0
227         0   375 3   0
228         0   348 1   0
229         0   264 2   1
230         0   198 4   0
231         0   105 1   1
232         0   466 1   0
233         0   68 1   0
234         0   433 1   1
235         0   173 1   0
236         0   225 1   0
237         0   268 4   0
238         0   53 1   0
239         0   30 2   0
240         0   275 1   0
241         0   482 2   0
242         0   272 1   0
243         0   189 2   0
244         0   110 1   0
245         0   414 1   0
246         0   579 3   0
247         0   566 1   0
248         0   55 1   0
249         0   517 1   0
250         0   474 2   0
251         0   242 1   0
252         0   502 1   1
253         0   23 1   1
254         0   594 3   0
255         0   94 2   0
256         0   558 2   0
257         0   516 3   0
258         0   489 1   0
259         0   250 1   0
260         0   204 1   0
261         0   276 2   1
262         0   434 3   1
263         0   533 1   1
264         0   219 3   0
265         0   528 3   0
266         0   342 1   0
267         0   116 1   0
268         0   358 2   0
269         0   20 2   0
270         0   484 1   0
271         0   544 1   0
272         0   315 1   0
273         0   428 2   0
274         0   319 1   0
275         0   14 1   1
276         0   12 1   0
277         0   382 1   0
278         0   399 1   0
279         0   325 2   0
280         0   400 1   0
281         0   203 1   0
282         0   277 2   0
283         0   341 1   0
284         0   523 1   0
285         0   286 1   0
286         0   405 1   0
287         0   156 1   0
288         0   472 1   0
289         0   149 1   0
290         0   128 1   0
291         0   347 3   1
292         0   40 1   0
293         0   284 1   0
294         0   22 1   0
295         0   64 1   0
296         0   586 1   0
297         0   260 1   0
298         0   479 1   1
299         0   49 1   0
300         0   254 4   0
301         0   365 1   1
302         0   144 1   0
303         0   410 3   0
304         0   281 1   0
305         0   552 1   0
306         0   402 1   1
307         0   476 2   0
308         0   278 1   0
309         0   218 1   0
310         0   215 1   0
311         0   330 2   0
312         0   175 1   0
313         0   291 2   0
314         0   244 1   1
315         0   317 1   0
316         0   97 3   0
317         0   422 3   1
318         0   157 1   0
319         0   363 3   0
320         0   565 2   1
321         0   384 1   0
322         0   167 1   0
323         0   252 1   0
324         0   454 3   0
325         0   563 2   0
326         0   340 1   0
327         0   251 1   0
328         0   4 2   1
329         0   119 1   0
330         0   186 1   1
331         0   555 2   0
332         0   257 1   0
333         0   147 2   0
334         0   418 2   0
335         0   408 1   0
336         0   266 1   0
337         0   518 1   0
338         0   92 1   0
339         0   192 4   0
340         0   421 3   1
341         0   99 2   0
342         0   222 1   0
343         0   179 2   0
344         0   503 1   0
345         0   387 1   0
346         0   373 1   1
347         0   588 1   0
348         0   438 4   0
349         0   79 1   1
350         0   132 1   0
351         0   126 1   0
352         0   109 1   0
353         0   582 3   0
354         0   46 3   0
355         0   183 2   0
356         0   212 1   0
357         0   21 1   0
358         0   336 3   1
359         0   142 4   0
360         0   293 1   0
361         0   580 1   1
362         0   353 3   1
363         0   236 1   0
364         0   193 1   0
365         0   568 1   0
366         0   235 3   0
367         0   234 2   0
368         0   188 2   1
369         0   168 1   0
370         0   444 2   1
371         0   377 1   0
372         0   42 2   0
373         0   321 1   0
374         0   216 1   0
375         0   547 1   0
376         0   152 3   1
377         0   333 1   0
378         0   3 1   1
379         0   591 3   0
380         0   213 2   0
381         0   486 2   1
382         0   143 1   0
383         0   441 1   1
384         0   349 2   1
385         0   262 2   0
386         0   93 2   0
387         0   369 2   1
388         0   200 2   1
389         0   448 2   0
390         0   459 2   0
391         0   160 2   0
392         0   551 1   1
393         0   135 1   0
394         0   451 1   0
395         0   328 1   0
396         0   318 1   0
397         0   248 1   0
398         0   294 1   0
399         0   148 1   0
400         0   475 1   0
401         0   453 1   0
402         0   158 2   0
403         0   439 2   1
404         0   386 1   0
405         0   166 1   0
406         0   44 2   1
407         0   165 3   1
408         0   412 2   0
409         0   228 3   0
410         0   456 1   1
411         0   359 2   1
412         0   526 1   0
413         0   381 1   0
414         0   483 1   1
415         0   233 1   0
416         0   16 1   0
417         0   63 3   0
418         0   455 2   1
419         0   100 1   0
420         0   71 1   1
421         0   559 1   1
422         0   130 1   0
423         0   332 1   0
424         0   256 1   0
425         0   33 1   0
426         0   52 1   0
427         0   224 2   0
428         0   255 1   0
429         0   194 1   0
430         0   490 1   0
431         0   573 1   0
432         0   227 2   0
433         0   351 2   0
434         0   335 1   0
435         0   450 1   0
436         0   24 2   0
437         0   221 1   1
438         0   430 1   0
439         0   404 1   0
440         0   560 3   1
441         0   253 1   0
442         0   170 1   1
443         0   425 1   0
444         0   285 1   0
445         0   81 1   0
446         0   87 2   1
447         0   85 1   0
448         0   346 2   0
449         0   127 1   0
450         0   292 1   0
451         0   311 1   0
452         0   124 1   0
453         0   151 1   1
454         0   290 1   1
455         0   180 1   0
456         0   184 1   0
457         0   28 1   0
458         0   499 2   1
459         0   415 1   0
460         0   41 1   0
461         0   279 1   1
462         0   352 2   1
463         0   145 1   0
464         0   7 1   0
465         0   445 1   1
466         0   574 1   0
467         0   67 2   0
468         0   90 1   0
469         0   82 1   0
470         0   199 3   0
471         0   357 1   0
472         0   398 4   0
473         0   36 2   0
474         0   104 2   0
475         0   19 1   0
476         0   136 1   0
477         0   226 1   0
478         0   118 1   0
479         0   553 1   1
480         0   32 1   0
481         0   197 1   0
482         0   561 1   1
483         0   511 4   0
484         0   182 1   1
485         0   61 1   0
486         0   312 2   0
487         0   195 2   0
488         0   209 1   0
489         0   376 1   1
490         0   570 1   0
491         0   18 1   0
492         0   537 1   1
493         0   540 1   1
494         0   162 1   1
495         0   508 1   0
496         0   297 1   1
497         0   176 2   1
498         0   538 2   0
499         0   154 1   1
500         0   15 2   0
501         0   269 1   0
502         0   309 1   1
503         0   129 2   0
504         0   457 2   0
505         0   172 2   0
506         0   62 2   0
507         0   512 3   1
508         0   214 1   0
509         0   47 1   0
510         0   13 2   1
511         0   102 1   0
512         0   303 2   0
513         0   121 1   0
514         0   211 2   1
515         0   217 1   0
516         0   25 1   0
517         0   150 2   0
518         0   26 1   1
519         0   83 2   1
520         0   29 1   0
521         0   50 2   1
522         0   469 1   0
523         0   535 2   1
524         0   308 1   1
525         0   452 1   0
526         0   343 2   0
527         0   96 2   0
528         0   37 1   0
529         0   75 1   0
530         0   9 1   0
531         0   74 2   0
532         0   73 1   0
533         0   107 1   0
534         0   389 1   1
535         0   372 2   1
536         0   390 1   0
537         0   302 1   1
538         0   70 1   1
539         0   139 3   0
540         0   504 1   1
541         0   289 1   1
542         0   187 3   0
543         0   58 2   0
544         0   394 2   1
545         0   181 2   0
546         0   54 2   1
547         0   243 1   0
548         0   60 3   0
549         0   460 1   0
550         0   465 1   1
551         0   368 1   0
552         0   403 2   0
553         0   339 3   0
554         0   345 2   0
555         0   427 1   0
556         0   513 2   1
557         0   468 1   0
558         0   196 2   1
559         0   532 4   1
560         0   493 1   1
561         0   522 5   1
562         0   590 2   1
563         0   360 1   0
564         0   461 3   1
565         0   477 1   0
566         0   230 1   0
567         0   103 1   0
568         0   550 2   0
569         0   287 3   0
570         0   423 1   1
571         0   419 1   0
572         0   491 3   1
573         0   426 1   0

 

  74 75 76 77 78 79 80 81 82 83 84
  Current ‘Other’
Monthly Payment
Length of
Employment:
Borrower
Length of
Employment: Co-
Borrower
Years in Home FICO Model Used Most Recent FICO
Date
Primary Wage
Earner Original
FICO: Equifax
Primary Wage
Earner Original
FICO: Experian
Primary Wage
Earner Original
FICO: TransUnion
Secondary Wage
Earner Original
FICO: Equifax
Secondary Wage
Earner Original
FICO: Experian
1   35   4 1            
2   20 7 0 1            
3   11 13 0 1            
4   0   2.5 1            
5   15.5 13 12.75 1            
6   32   0 1            
7   9.5 20.5 0 1            
8   1 6 0 1            
9   13   0 1            
10   7 20 0 1            
11   6.75   0 1            
12   13 3 1.75 1            
13   12.5 12.5 6 1            
14   14.25 5.75 1.25 1            
15   19   0 1            
16   26   0 1            
17   14 15.25 0 1            
18   35 16 0 1            
19   10   18 1            
20   0.25   0 1            
21   0.75   0 1            
22   19   7 1            
23   4.5 4 15 1            
24   18   0 1            
25   10   0 1            
26   19 13 0 1            
27   3 0 2.25 1            
28   5.5 0 10 1            
29   33   24 1            
30   12 5.25 0 1            
31   0 8 3 1            
32   7 15 0 1            
33   0   0 1            
34   15   0 1            
35   11   1.5 1            
36   0.5 8 0 1            
37   2   0 1            
38   0 0 0 1            
39   5.5   10 1            
40   1.5 0.25 3 1            
41   1 5.5 0 1            
42   4   0 1            
43   25.75   0 1            
44   2.75   0 1            
45   8 4 0 1            
46   4.5   0 1            
47   14   2 1            
48   15   14 1            
49   5 2 0 1            
50   10   8 1            
51   0.25   0 1            
52   0 5 9 1            
53   17 4.5 5 1            
54   11 3 21 1            
55   7 6.5 0 1            
56   2.5 5 0 1            
57   6 8 2.25 1            
58   4.5   2.5 1            
59   20.25   0 1            
60   5   3 1            
61   10   13 1            
62   7 10 2 1            
63   0.5 5.5 0 1            
64   27.5   7.5 1            
65   14.5   1.25 1            
66   11.75 8 12 1            
67   17   7 1            
68   2   0 1            
69   1.75 0.25 3 1            
70   2.75   1.75 1            
71   1 1 0 1            
72   0   8 1            
73   8 8 0 1            
74   0.25   0 1            
75   7 0 8 1            
76   2   0 1            
77   20   0 1            
78   8.25 23.5 9.5 1            
79   15 12 5 1            
80   0   30 1            
81   3 3 0 1            
82   11   12 1            
83   14 1.25 0.5 1            
84   0.25 15 0 1            
85   23   0 1            
86   21   0.5 1            
87   2.5   2.5 1            
88   22   20 1            
89   18 8 6 1            
90   10   7.5 1            
91   10   12 1            
92   4.75   0 1            
93   18   0 1            
94   46   17 1            
95   24   16 1            
96   7.5   2 1            
97   10.25   3.5 1            
98   31 15 0 1            
99   2.25 5.75 0 1            
100   0 14 0 1            
101   5   0 1            
102   12   7 1            
103   1.5 9 1.75 1            
104   3.25 4 0 1            
105   0   0 1            
106   0   0 1            
107   0.5   0 1            
108   14.5 4.5 0 1            
109   15   12.25 1            
110   2.5 1.25 10 1            
111   1.5   0.75 1            
112   30   4 1            
113   14   2.25 1            
114   1.5 11 0.08 1            
115   10   0 1            
116   12.75 11.75 0 1            
117   3.5   3.75 1            
118   8 3.25 0 1            
119   0   0 1            
120   0   0 1            
121   21 17 7 1            
122   15.5 12.75 8 1            
123   25 16 9 1            
124   11 8 3 1            
125   14 14 4 1            
126   9   0.5 1            
127   7.75   2 1            
128   17   2 1            
129   19 20 2.5 1            
130   0   16 1            
131   10   35 1            
132   9 13 1.25 1            
133   3 3 0 1            
134   38 15 10 1            
135   0 0 0 1            
136   14 5 4.25 1            
137   9.75 5.5 0 1            
138   1 0.25 0 1            
139   9   12 1            
140   0   6 1            
141   11 29 18 1            
142   6.75   2 1            
143   9.5   4 1            
144   11.75 11 2.75 1            
145   24   11.75 1            
146   34 16 16 1            
147   2.5   0 1            
148   13.75 23.5 9.5 1            
149   13   2.75 1            
150   10   10 1            
151   0.5   0 1            
152   17   0 1            
153   1   0 1            
154   8.5   3.75 1            
155   2.75   0 1            
156   2.25 0.5 6.75 1            
157   2   14 1            
158   2 20 0 1            
159   0   2.5 1            
160   1.75   5 1            
161   3   2.5 1            
162   13.5   6 1            
163   6 8 0 1            
164   2   0 1            
165   21.5 11.25 5.5 1            
166   35   16 1            
167   5.5   0 1            
168   19 5 4 1            
169   7 7 3 1            
170   20   17 1            
171   5   0 1            
172   10 11 3 1            
173   3   0 1            
174   18   3 1            
175   10 2.5 7.5 1            
176   26 19 19 1            
177   0.75   0 1            
178   6.5 2.5 0 1            
179   10   0 1            
180   6 4 2 1            
181   1.25   6 1            
182   16   0 1            
183   25.5   0 1            
184   32   0 1            
185   3 1 0 1            
186   0 3 1 1            
187   3   4 1            
188   10   2 1            
189   6   0 1            
190   3.75   13 1            
191   13   0 1            
192   4 9 0 1            
193   9   6.5 1            
194   3 3 0 1            
195   4.75   0 1            
196   8.5 2.5 0 1            
197   4   0 1            
198   7.25   8.75 1            
199   2 7 0 1            
200   2   0 1            
201   7.75   0 1            
202   4.5   1.25 1            
203   13   5 1            
204   18.5 7 0 1            
205   3.5   0 1            
206   17   2 1            
207   11.5   0 1            
208   0   10 1            
209   0.5 10 11 1            
210   0   0 1            
211   12 4 0 1            
212   6.25   2 1            
213   18.75 3 0 1            
214   4   0 1            
215   8 19 9 1            
216   1.25 0.25 5 1            
217   4.25   10 1            
218   0   24 1            
219   9.5   8.5 1            
220   5.5 5 0 1            
221   10   3 1            
222   10   3 1            
223   15.5 12.5 0 1            
224   1 10 16 1            
225   21   5.5 1            
226   0.5 28 0 1            
227   21 17 0 1            
228   14 0.75 5 1            
229   12 15 8 1            
230   15   0 1            
231   13   5 1            
232   1.75   0 1            
233   4 2 1.25 1            
234   13 7 7 1            
235   7 0 0 1            
236   0   0 1            
237   10   0 1            
238   1.5 0.25 0 1            
239   2   0 1            
240   8 5 0 1            
241   1.25 16 13 1            
242   39 32 8 1            
243   0.25   0 1            
244   0   0 1            
245   4   13 1            
246   7 7 5 1            
247   0 5 1 1            
248   4   1 1            
249   0 4 9 1            
250   10   0 1            
251   6.25   4 1            
252   6   5 1            
253   5 15 4 1            
254   6 5.5 4 1            
255   9 15 0 1            
256   1 7 0 1            
257   2 2 7 1            
258   6 1 9 1            
259   4.75   0 1            
260   9   1.5 1            
261   10   0 1            
262   23   16 1            
263   10   6.25 1            
264   11 7 2 1            
265   10 10 8 1            
266   1.75   2.75 1            
267   8.75   1.75 1            
268   3.75   8 1            
269   3   7 1            
270   5.5   13 1            
271   0.5 18 5 1            
272   5 0.25 0 1            
273   7 27 6 1            
274   7   0 1            
275   7   3.5 1            
276   20   11 1            
277   14 8 8.5 1            
278   0 13.5 5 1            
279   3.5 0.5 0 1            
280   18   3.5 1            
281   6.75   5 1            
282   1   1.5 1            
283   3   0 1            
284   9 0 0 1            
285   14.5 10 15 1            
286   4 1 0 1            
287   6.5 7.5 0 1            
288   7   8 1            
289   11 0 12 1            
290   2.5   0 1            
291   25 25 7.5 1            
292   1.5   1.5 1            
293   12 1.5 0 1            
294   4.25 6.5 5 1            
295   3.5 3 1.75 1            
296   8   2 1            
297   5   2 1            
298   11 11 7 1            
299   7 0 3 1            
300   1.5   0 1            
301   0 0 7 1            
302   4 0.75 1 1            
303   5   0 1            
304   8   1 1            
305   10 27 0 1            
306   2.75   0 1            
307   0   0 1            
308   26   19 1            
309   10 5.5 1.5 1            
310   0.5   0.5 1            
311   0.5   0 1            
312   23   3 1            
313   15   2 1            
314   7   1.5 1            
315   10 0 2 1            
316   4   4 1            
317   40   5 1            
318   15   1.5 1            
319   25.75   6.5 1            
320   7   0 1            
321   6.5 2 1.5 1            
322   0   0 1            
323   29   11 1            
324   2   5.5 1            
325   0   0 1            
326   0   8 1            
327   7   6 1            
328   30   0 1            
329   6   9 1            
330   13.75 20 8.5 1            
331   10   11 1            
332   13   10 1            
333   5   10.5 1            
334   0 23 2 1            
335   27   5.75 1            
336   12 2 0 1            
337   11.5   2.5 1            
338   3 8 5 1            
339   4.5 5.75 1 1            
340   28 11 12 1            
341   1.25   0 1            
342   0   10 1            
343   6.25   5 1            
344   14   1 1            
345   5.5 0.5 0 1            
346   4.5 0 5.75 1            
347   1 0.25 7 1            
348   29   10 1            
349   10 10 8 1            
350   0.5 10 14 1            
351   2   1 1            
352   3.5   4 1            
353   6   3 1            
354   3.5   0 1            
355   6.5   0 1            
356   20 26 9 1            
357   10   4 1            
358   11   0 1            
359   3   3.25 1            
360   19   4 1            
361   11   1 1            
362   16 16 0 1            
363   21 17 9 1            
364   10   2.5 1            
365   4.5 15 0 1            
366   2.5   2 1            
367   11 0.25 0 1            
368   32   4 1            
369   1 0.25 6.5 1            
370   8   1.75 1            
371   9.25   0 1            
372   2.25   8 1            
373   6.75   3.25 1            
374   13 11.5 13 1            
375   8 3 1.75 1            
376   52   0 1            
377   25 6 7 1            
378   21   1.75 1            
379   6 9 3 1            
380   0.5   2.5 1            
381   21.25   19 1            
382   12.5 1.5 5 1            
383   5   0.5 1            
384   8   2 1            
385   1.5   7 1            
386   13.75   0 1            
387   8   0.083333333 1            
388   4   0 1            
389   30.5   0 1            
390   18 20 0 1            
391   23.5   13 1            
392   24 48 31 1            
393   0.25   0 1            
394   13.5   5.25 1            
395   28.5   6 1            
396   0   0 1            
397   11   10 1            
398   13   3 1            
399   7.25 0.5 0 1            
400   7   15 1            
401   11   14 1            
402   28 5.75 0 1            
403   2 2 9 1            
404   0 15.5 1 1            
405   2.25 2 0 1            
406   13   7 1            
407   28   0 1            
408   10 13 0 1            
409   25 25 11 1            
410   5   0 1            
411   7 15 6 1            
412   30   30 1            
413   18   4 1            
414   15   4 1            
415   4 2 0 1            
416   0 0.5 0 1            
417   0.5   0 1            
418   0 2 3.166666667 1            
419   12   1.5 1            
420   9 0.5 15 1            
421   3   0.083333333 1            
422   5   1 1            
423   33   12 1            
424   0   6.25 1            
425   0   1 1            
426   11.5   1.25 1            
427   6   5 1            
428   10 10 0 1            
429   5.75   5 1            
430   14   5 1            
431   0.75   7 1            
432   14 1 2 1            
433   1 30 3 1            
434   6   0 1            
435   8 12 8 1            
436   13 5 5 1            
437   25   32 1            
438   0 8 8 1            
439   22 0.5 2.5 1            
440   10.25   2.5 1            
441   0.25   0.5 1            
442   10   6 1            
443   10 5 1.5 1            
444   2.25   5.5 1            
445   0   10 1            
446   32   6 1            
447   3   1 1            
448   2 3 4 1            
449   18   4 1            
450   2   7 1            
451   12.25 10.5 0.75 1            
452   0.25   10 1            
453   6 8 2 1            
454   21 4 2.5 1            
455   12 18.75 0 1            
456   10.5 7.75 0 1            
457   6 2.75 9 1            
458   25 35 28 1            
459   1.5 2.25 0 1            
460   0   1 1            
461   12   0 1            
462   23 17 0.083333333 1            
463   12 2.25 2.5 1            
464   7.25   5 1            
465   9 1.25 3.25 1            
466   1.75   1 1            
467   11 18 1.75 1            
468   1.5 0.75 3 1            
469   0 0.5 6 1            
470   6.5   1.5 1            
471   7   4 1            
472   0   10.25 1            
473   0.5   0.1666 1            
474   15   25 1            
475   30 30 6 1            
476   12.5 5 8 1            
477   0   5 1            
478   0.5   12 1            
479   6 2.5 14 1            
480   4   0 1            
481   11.75   1.25 1            
482   9.25   9.5 1            
483   2   1.25 1            
484   11.75   9.75 1            
485   20 19.75 13 1            
486   4.5 5 0 1            
487   1.5 3 0 1            
488   3   5.5 1            
489   15   0.5 1            
490   11 8 3 1            
491   15.5 22 0.75 1            
492   27 0 5 1            
493   26   15 1            
494   20   18 1            
495   3.25   9 1            
496   0.25 8 10.25 1            
497   33   9 1            
498   5.5   4 1            
499   3.5   2 1            
500   4   9 1            
501   14 6 0.2499 1            
502   5   7 1            
503   0   22 1            
504   0   2.25 1            
505   17   5 1            
506   1.25   9 1            
507   5   8 1            
508   27.75   0 1            
509   5 9 3 1            
510   2 0 7 1            
511   4 19.5 10.7 1            
512   14.3 14.3 4.8 1            
513   6.3 13 5 1            
514   39   17.75 1            
515   22.5   15 1            
516   4.25   0 1            
517   15 0 2 1            
518   34   12 1            
519   10.25   32 1            
520   20   7 1            
521   10 13 1 1            
522   2.5 22 8 1            
523   11   8 1            
524   5   22 1            
525   4.5   1 1            
526   13 3 2 1            
527   4.5   0 1            
528   0.5   7 1            
529   12 10 8 1            
530   8.5 0 8 1            
531   2.5   2 1            
532   20   2 1            
533   7   2 1            
534   0 35 4 1            
535   7.5   3 1            
536   11.75   12 1            
537   30   16 1            
538   11   22 1            
539   1.5 0 7 1            
540   31   28 1            
541   11   7 1            
542   9.5   2.5 1            
543   21.25 12.75 6 1            
544   4   0 1            
545   22.75   18 1            
546   3 3 3 1            
547   5   8 1            
548   8.5   21 1            
549   0   0 1            
550   26 22 6 1            
551   8.5   6 1            
552   3.5 7 0 1            
553   7   0 1            
554   28   16 1            
555   15   7 1            
556   6.5   12 1            
557   26 4.75 11 1            
558   14 16 4 1            
559   11   1.75 1            
560   28 28 11 1            
561   12 1.5 0 1            
562   9 4 1 1            
563   10 0 2 1            
564   7.25   5 1            
565   0   10 1            
566   12 10 2 1            
567   8   4 1            
568   14 14 6 1            
569   31   1 1            
570   17   6 1            
571   6 5 10 1            
572   2   7 1            
573   4 6 0 1            

 

  85 86 87 88 89 90 91 92 93 94 95 96
  Secondary Wage
Earner Original
FICO: TransUnion
Original
Primary Borrower
FICO
Most Recent
Primary Borrower
FICO
Most Recent Co-
Borrower FICO
Most Recent FICO
Method
VantageScore:
Primary Borrower
VantageScore: Co-
Borrower
Most Recent
VantageScore
Method
VantageScore Date Credit Report:
Longest Trade Line
Credit Report:
Maximum Trade
Line
Credit Report:
Number of Trade
Lines
1   707                    
2   789                    
3   773                    
4   762                    
5   787                    
6   774                    
7   765                    
8   780                    
9   773                    
10   745                    
11   804                    
12   798                    
13   784                    
14   728                    
15   763                    
16   718                    
17   787                    
18   751                    
19   704                    
20   747                    
21   779                    
22   774                    
23   755                    
24   813                    
25   775                    
26   790                    
27   748                    
28   789                    
29   789                    
30   807                    
31   768                    
32   787                    
33   799                    
34   800                    
35   781                    
36   738                    
37   768                    
38   728                    
39   768                    
40   775                    
41   785                    
42   770                    
43   805                    
44   724                    
45   760                    
46   800                    
47   747                    
48   803                    
49   747                    
50   802                    
51   749                    
52   786                    
53   733                    
54   801                    
55   770                    
56   731                    
57   751                    
58   819                    
59   784                    
60   767                    
61   754                    
62   723                    
63   782                    
64   808                    
65   800                    
66   779                    
67   785                    
68   782                    
69   750                    
70   806                    
71   782                    
72   811                    
73   747                    
74   782                    
75   745                    
76   780                    
77   792                    
78   744                    
79   786                    
80   722                    
81   736                    
82   756                    
83   771                    
84   766                    
85   739                    
86   766                    
87   741                    
88   713                    
89   778                    
90   784                    
91   779                    
92   744                    
93   789                    
94   781                    
95   723                    
96   777                    
97   776                    
98   780                    
99   769                    
100   789                    
101   770                    
102   781                    
103   808                    
104   747                    
105   798                    
106   790                    
107   779                    
108   736                    
109   810                    
110   780                    
111   786                    
112   798                    
113   750                    
114   768                    
115   801                    
116   812                    
117   774                    
118   779                    
119   783                    
120   798                    
121   788                    
122   803                    
123   768                    
124   792                    
125   784                    
126   721                    
127   795                    
128   773                    
129   794                    
130   768                    
131   723                    
132   793                    
133   725                    
134   772                    
135   750                    
136   725                    
137   767                    
138   792                    
139   798                    
140   757                    
141   743                    
142   796                    
143   759                    
144   739                    
145   714                    
146   788                    
147   793                    
148   799                    
149   768                    
150   729                    
151   807                    
152   797                    
153   801                    
154   796                    
155   737                    
156   799                    
157   809                    
158   777                    
159   760                    
160   769                    
161   744                    
162   778                    
163   785                    
164   734                    
165   803                    
166   786                    
167   760                    
168   758                    
169   798                    
170   770                    
171   755                    
172   761                    
173   782                    
174   786                    
175   706                    
176   779                    
177   738                    
178   783                    
179   782                    
180   800                    
181   804                    
182   754                    
183   736                    
184   811                    
185   791                    
186   805                    
187   775                    
188   796                    
189   793                    
190   791                    
191   775                    
192   797                    
193   772                    
194   784                    
195   767                    
196   768                    
197   808                    
198   743                    
199   783                    
200   714                    
201   773                    
202   794                    
203   753                    
204   727                    
205   797                    
206   746                    
207   760                    
208   788                    
209   770                    
210   789                    
211   768                    
212   783                    
213   722                    
214   794                    
215   767                    
216   795                    
217   767                    
218   750                    
219   803                    
220   694                    
221   803                    
222   773                    
223   747                    
224   794                    
225   766                    
226   805                    
227   766                    
228   720                    
229   763                    
230   737                    
231   782                    
232   794                    
233   798                    
234   799                    
235   759                    
236   776                    
237   789                    
238   725                    
239   740                    
240   788                    
241   720                    
242   772                    
243   795                    
244   748                    
245   790                    
246   792                    
247   773                    
248   771                    
249   803                    
250   770                    
251   796                    
252   763                    
253   749                    
254   797                    
255   775                    
256   715                    
257   745                    
258   801                    
259   801                    
260   758                    
261   755                    
262   797                    
263   764                    
264   809                    
265   707                    
266   768                    
267   787                    
268   789                    
269   759                    
270   731                    
271   795                    
272   792                    
273   781                    
274   754                    
275   744                    
276   785                    
277   726                    
278   770                    
279   770                    
280   785                    
281   789                    
282   747                    
283   755                    
284   778                    
285   773                    
286   785                    
287   769                    
288   777                    
289   735                    
290   773                    
291   740                    
292   746                    
293   793                    
294   775                    
295   765                    
296   777                    
297   747                    
298   756                    
299   787                    
300   772                    
301   773                    
302   761                    
303   766                    
304   804                    
305   733                    
306   744                    
307   808                    
308   767                    
309   739                    
310   798                    
311   771                    
312   777                    
313   737                    
314   799                    
315   772                    
316   784                    
317   786                    
318   800                    
319   761                    
320   723                    
321   790                    
322   750                    
323   787                    
324   791                    
325   771                    
326   814                    
327   768                    
328   759                    
329   766                    
330   778                    
331   805                    
332   702                    
333   754                    
334   713                    
335   765                    
336   803                    
337   800                    
338   768                    
339   745                    
340   790                    
341   792                    
342   784                    
343   733                    
344   799                    
345   760                    
346   778                    
347   761                    
348   785                    
349   718                    
350   791                    
351   789                    
352   773                    
353   786                    
354   760                    
355   795                    
356   795                    
357   790                    
358   766                    
359   796                    
360   781                    
361   787                    
362   795                    
363   789                    
364   761                    
365   801                    
366   767                    
367   800                    
368   753                    
369   784                    
370   775                    
371   804                    
372   767                    
373   706                    
374   809                    
375   740                    
376   793                    
377   788                    
378   735                    
379   798                    
380   735                    
381   774                    
382   799                    
383   789                    
384   745                    
385   782                    
386   801                    
387   726                    
388   778                    
389   778                    
390   707                    
391   782                    
392   798                    
393   793                    
394   763                    
395   802                    
396   768                    
397   776                    
398   809                    
399   790                    
400   775                    
401   803                    
402   772                    
403   741                    
404   774                    
405   772                    
406   767                    
407   783                    
408   742                    
409   787                    
410   736                    
411   787                    
412   780                    
413   803                    
414   802                    
415   723                    
416   789                    
417   794                    
418   761                    
419   772                    
420   720                    
421   764                    
422   737                    
423   777                    
424   801                    
425   784                    
426   758                    
427   736                    
428   806                    
429   777                    
430   799                    
431   790                    
432   714                    
433   787                    
434   762                    
435   789                    
436   768                    
437   803                    
438   751                    
439   773                    
440   783                    
441   760                    
442   795                    
443   777                    
444   746                    
445   796                    
446   763                    
447   726                    
448   772                    
449   778                    
450   756                    
451   796                    
452   776                    
453   790                    
454   797                    
455   771                    
456   722                    
457   768                    
458   749                    
459   784                    
460   790                    
461   801                    
462   746                    
463   770                    
464   762                    
465   768                    
466   803                    
467   741                    
468   795                    
469   786                    
470   787                    
471   734                    
472   768                    
473   778                    
474   782                    
475   725                    
476   762                    
477   792                    
478   741                    
479   812                    
480   787                    
481   753                    
482   737                    
483   776                    
484   766                    
485   793                    
486   729                    
487   783                    
488   738                    
489   762                    
490   733                    
491   790                    
492   798                    
493   777                    
494   760                    
495   775                    
496   788                    
497   794                    
498   724                    
499   774                    
500   779                    
501   753                    
502   726                    
503   760                    
504   799                    
505   705                    
506   721                    
507   719                    
508   817                    
509   766                    
510   785                    
511   797                    
512   780                    
513   760                    
514   784                    
515   744                    
516   751                    
517   775                    
518   739                    
519   702                    
520   725                    
521   787                    
522   747                    
523   776                    
524   792                    
525   787                    
526   732                    
527   762                    
528   772                    
529   782                    
530   765                    
531   792                    
532   764                    
533   783                    
534   779                    
535   772                    
536   762                    
537   708                    
538   778                    
539   778                    
540   766                    
541   758                    
542   761                    
543   762                    
544   784                    
545   697                    
546   780                    
547   739                    
548   737                    
549   790                    
550   796                    
551   732                    
552   780                    
553   727                    
554   749                    
555   766                    
556   766                    
557   724                    
558   779                    
559   788                    
560   802                    
561   733                    
562   743                    
563   786                    
564   796                    
565   791                    
566   777                    
567   771                    
568   750                    
569   764                    
570   763                    
571   791                    
572   770                    
573   776                    

 

  97 98 99 100 101 102 103 104
  Credit Line Usage
Ratio
Most Recent 12-
month Pay History
Months Bankruptcy Months Foreclosure Primary Borrower
Wage Income
Co-Borrower Wage
Income
Primary Borrower
Other Income
Co-Borrower Other
Income
1   000000000000     43510.00 0.00 0.00 0.00
2   000000000000     21750.34 35804.17 0.00 0.00
3   000000000000     5211.54 16308.34 0.00 4216.67
4   000000000000     25833.34 0.00 0.00 0.00
5   000000000000     14238.67 0.00 0.00 0.00
6   000000000000     10325.92 5808.00 0.00 0.00
7   000000000000     4905.25 5305.74 0.00 3600.00
8   000000000000     11666.67 8571.33 0.00 0.00
9   000000000000     60710.00   0.00  
10   000000000000     7697.87 7464.74 0.00 0.00
11   000000000000     15794.48   0.00  
12   000000000000     10512.00 12702.34 0.00 0.00
13   000000000000     12500.00 2500.00 0.00 0.00
14   000000000000     2900.00 2384.12 25322.96 0.00
15   000000000000     22971.00   8125.00  
16   000000000000     7999.01   11585.94  
17   000000000000     7687.00 21560.36 0.00 0.00
18   000000000000     15798.00 8616.00 0.00 0.00
19   000000000000     20000.00   0.00  
20   000000000000     12500.00 0.00 0.00 0.00
21   000000000000     14000.00 0.00 0.00 0.00
22   000000000000     12500.00   0.00  
23   000000000000     15096.00 0.00 5348.00 0.00
24   000000000000     12916.65   0.00  
25   000000000000     25000.00 0.00 0.00 0.00
26   000000000000     6250.00 8411.00 0.00 0.00
27   000000000000     19833.33 0.00 7849.92 0.00
28   000000000000     14309.75 0.00 0.00 0.00
29   000000000000     18766.52 0.00 0.00 0.00
30   000000000000     11000.00 3171.63 0.00 0.00
31   000000000000     11250.00 10129.17 0.00 0.00
32   000000000000     25833.30 20540.04 0.00 0.00
33   000000000000     13672.25 838.80 0.00 0.00
34   000000000000     23333.33   49413.10  
35   000000000000     22475.88 0.00 0.00 0.00
36   000000000000     8028.01 4263.32 0.00 0.00
37   000000000000     15302.11   1250.00  
38   000000000000     9999.16 5893.33 0.00 0.00
39   000000000000     6250.00   8716.83  
40   000000000000     10416.67 7083.33 0.00 0.00
41   000000000000     0.00 35462.00 0.00 0.00
42   000000000000     10915.84   0.00  
43   000000000000     33333.34   159348.10  
44   000000000000     22500.00   0.00  
45   000000000000     15154.00 0.00 16387.00 0.00
46   000000000000     13033.79   7512.08  
47   000000000000     21666.66 0.00 0.00 0.00
48   000000000000     36448.79 0.00 0.00 0.00
49   000000000000     16214.42 5083.33 0.00 0.00
50   000000000000     33806.67 0.00 0.00 0.00
51   000000000000     16666.67 0.00 0.00 0.00
52   000000000000     12083.34 10300.00 0.00 0.00
53   000000000000     18000.00 21236.50 0.00 0.00
54   000000000000     15450.00 7952.00 0.00 0.00
55   000000000000     11750.00 9416.68 2927.53 673.74
56   000000000000     11531.25 9806.46 0.00 0.00
57   000000000000     15316.67 5583.07 0.00 0.00
58   000000000000     9171.06   0.00  
59   000000000000     8038.75 0.00 4063.13 0.00
60   000000000000     48788.75   0.00  
61   000000000000     58786.25   0.00  
62   000000000000     56319.49 23942.14 0.00 0.00
63   000000000000     11104.16 6516.67 0.00 0.00
64   000000000000     20124.00 0.00 0.00 0.00
65   000000000000     10750.00   0.00  
66   000000000000     16666.66 13424.78 0.00 0.00
67   000000000000     30416.66   0.00  
68   000000000000     15166.67   0.00  
69   000000000000     7492.50 10000.00 0.00 0.00
70   000000000000     18750.00 0.00 0.00 0.00
71   000000000000     14300.00 11666.66 0.00 0.00
72   000000000000     31468.70 0.00 0.00 0.00
73   000000000000     12886.62 12990.84 0.00 0.00
74   000000000000     18333.34   0.00  
75   000000000000     19166.66 0.00 0.00 0.00
76   000000000000     12500.00   0.00  
77   000000000000     16666.67   16865.86  
78   000000000000     14166.66 26000.00 0.00 0.00
79   000000000000     39951.75 8124.09 0.00 0.00
80   000000000000     2169.67 958.83 15122.56 0.00
81   000000000000     0.00 17498.00 0.00 0.00
82   000000000000     10500.00   1991.92  
83   000000000000     15269.36 15416.67 0.00 0.00
84   000000000000     11250.00 5708.83 0.00 0.00
85   000000000000     41635.40   0.00  
86   000000000000     14890.00 0.00 0.00 0.00
87   000000000000     20239.38 0.00 0.00 0.00
88   000000000000     9277.35 0.00 0.00 3950.54
89   000000000000     10002.50 4893.58 0.00 0.00
90   000000000000     34734.85 0.00 0.00 0.00
91   000000000000     14567.77 0.00 0.00 0.00
92   000000000000     22000.12   0.00  
93   000000000000     20705.66 0.00 18999.58 0.00
94   000000000000     40246.30 0.00 0.00 0.00
95   000000000000     15600.00   1416.67  
96   000000000000     18333.33 0.00 0.00 0.00
97   000000000000     8903.57 0.00 4592.95 0.00
98   000000000000     24583.33 24583.33 0.00 0.00
99   000000000000     11250.00 0.00 0.00 0.00
100   000000000000     23333.33 8827.67 0.00 0.00
101   000000000000     24432.31   0.00  
102   000000000000     15746.49   0.00  
103   000000000000     16033.34 7097.66 0.00 0.00
104   000000000000     17500.00 8747.46 0.00 0.00
105   000000000000     20800.00   0.00  
106   000000000000     11250.00   6715.00  
107   000000000000     15416.67   0.00  
108   000000000000     11250.00 6666.67 33730.75 2107.15
109   000000000000     11831.73 0.00 0.00 0.00
110   000000000000     11916.67 0.00 0.00 0.00
111   000000000000     15833.34   0.00  
112   000000000000     27373.62 0.00 0.00 0.00
113   000000000000     13816.50   1981.65  
114   000000000000     20994.92 8280.83 0.00 0.00
115   000000000000     33416.67   16678.48  
116   000000000000     11649.73 9902.53 0.00 0.00
117   000000000000     29767.67   0.00  
118   000000000000     8419.17 16737.50 0.00 0.00
119   000000000000     20000.00 0.00 0.00 0.00
120   000000000000     17916.00   0.00  
121   000000000000     16666.00 12886.85 0.00 0.00
122   000000000000     24200.00 25096.93 0.00 0.00
123   000000000000     5982.44 8415.33 5214.68 0.00
124   000000000000     10416.66 0.00 10526.62 0.00
125   000000000000     28165.30 4710.14 5601.17 0.00
126   000000000000     30099.04   0.00  
127   000000000000     16377.21   0.00  
128   000000000000     12789.30   0.00  
129   000000000000     12719.58 12719.58 0.00 0.00
130   000000000000     9784.04   0.00  
131   000000000000     49562.79 0.00 0.00 0.00
132   000000000000     8925.28 4977.85 0.00 0.00
133   000000000000     19066.67 0.00 0.00 0.00
134   000000000000     7137.87 8666.12 0.00 0.00
135   000000000000     8848.33 9583.33 0.00 0.00
136   000000000000     7927.24 2974.00 2169.58 1175.00
137   000000000000     11605.00 7917.82 0.00 3012.50
138   000000000000     11900.00 0.00 845.14 0.00
139   000000000000     37575.67 0.00 0.00 0.00
140   000000000000     0.00 32349.51 0.00 0.00
141   000000000000     14333.34 14416.67 0.00 0.00
142   000000000000     21941.92 0.00 0.00 0.00
143   000000000000     17801.88 0.00 0.00 0.00
144   000000000000     39583.33 5076.75 0.00 0.00
145   000000000000     47725.33 0.00 0.00 0.00
146   000000000000     21009.60 2218.58 0.00 0.00
147   000000000000     13333.34   0.00  
148   000000000000     8335.73 7090.28 0.00 0.00
149   000000000000     7416.67   11389.31  
150   000000000000     47419.50   0.00  
151   000000000000     20833.00 0.00 8333.00 0.00
152   000000000000     31377.79   4312.33  
153   000000000000     14583.34   0.00  
154   000000000000     10887.97   0.00  
155   000000000000     63537.94   0.00  
156   000000000000     9583.38 1657.20 0.00 0.00
157   000000000000     14806.20   4159.21  
158   000000000000     1633.00 16171.67 0.00 0.00
159   000000000000     14833.87   0.00  
160   000000000000     10000.00   11838.19  
161   000000000000     14166.48 0.00 0.00 0.00
162   000000000000     14744.08   4467.63  
163   000000000000     14542.93 8166.67 1416.66 0.00
164   000000000000     29166.67 0.00 0.00 0.00
165   000000000000     14170.25 6673.33 0.00 0.00
166   000000000000     11043.00 0.00 18068.00 0.00
167   000000000000     21666.66 0.00 0.00 0.00
168   000000000000     15426.28 0.00 0.00 0.00
169   000000000000     18324.00 6402.00 0.00 0.00
170   000000000000     26418.58   0.00  
171   000000000000     23694.71   0.00  
172   000000000000     18750.00 13026.33 0.00 0.00
173   000000000000     36214.46   0.00  
174   000000000000     15757.21 0.00 0.00 0.00
175   000000000000     9893.00 16666.67 0.00 0.00
176   000000000000     22370.75 10541.67 0.00 0.00
177   000000000000     15834.00 0.00 0.00 0.00
178   000000000000     9583.31 5032.67 0.00 0.00
179   000000000000     20000.00   12639.17  
180   000000000000     8453.97 2106.00 0.00 0.00
181   000000000000     28166.67 0.00 0.00 0.00
182   000000000000     41886.69 0.00 0.00 0.00
183   000000000000     12958.33   0.00  
184   000000000000     20000.00   0.00  
185   000000000000     11333.76 7735.00 0.00 0.00
186   000000000000     0.00 16250.00 0.00 0.00
187   000000000000     22256.04 0.00 0.00 0.00
188   000000000000     24601.89   0.00  
189   000000000000     17083.34 0.00 0.00 0.00
190   000000000000     12500.00 0.00 15677.16 0.00
191   000000000000     20011.00   0.00  
192   000000000000     10726.49 3104.13 4549.21 0.00
193   000000000000     15476.46 0.00 0.00 0.00
194   000000000000     10833.33 4166.67 0.00 0.00
195   000000000000     33333.00 0.00 9875.00 0.00
196   000000000000     9446.00 2725.38 0.00 0.00
197   000000000000     14333.33   0.00  
198   000000000000     6500.00 0.00 35450.38 0.00
199   000000000000     12620.63 2680.92 0.00 0.00
200   000000000000     60440.25   0.00  
201   000000000000     5416.67 0.00 33159.97 0.00
202   000000000000     11666.67   0.00  
203   000000000000     27767.13 0.00 0.00 0.00
204   000000000000     17027.14 0.00 0.00 0.00
205   000000000000     16666.66   5500.00  
206   000000000000     12301.75   0.00  
207   000000000000     32580.21 0.00 15433.69 0.00
208   000000000000     2233.80 1650.80 7219.99 0.00
209   000000000000     11250.00 8036.75 0.00 0.00
210   000000000000     14583.34   0.00  
211   000000000000     27102.64 12361.92 50913.84 0.00
212   000000000000     14735.41 0.00 0.00 0.00
213   000000000000     14629.62 0.00 0.00 0.00
214   000000000000     17102.02   75883.81  
215   000000000000     14391.56 0.00 0.00 0.00
216   000000000000     4731.81 8737.73 0.00 0.00
217   000000000000     10810.54   0.00  
218   000000000000     10147.00   0.00  
219   000000000000     19909.86   0.00  
220   000000000000     52553.17 5849.99 0.00 0.00
221   000000000000     26938.88 0.00 0.00 0.00
222   000000000000     14541.68 0.00 0.00 0.00
223   000000000000     8834.16 5661.83 0.00 0.00
224   000000000000     3333.35 9220.00 0.00 0.00
225   000000000000     38263.42   0.00  
226   000000000000     2532.64 9323.06 0.00 0.00
227   000000000000     29165.00 0.00 0.00 0.00
228   000000000000     18762.08 3753.00 0.00 0.00
229   000000000000     7704.59 1842.73 0.00 0.00
230   000000000000     14583.00 0.00 12791.67 0.00
231   000000000000     94646.34 0.00 0.00 0.00
232   000000000000     8056.86   2047.73  
233   000000000000     13494.97 11966.67 0.00 0.00
234   000000000000     11291.68 7952.56 0.00 0.00
235   000000000000     10311.51 8406.66 0.00 0.00
236   000000000000     13250.00 0.00 0.00 0.00
237   000000000000     50000.00 0.00 0.00 0.00
238   000000000000     35717.80 0.00 0.00 0.00
239   000000000000     20165.02   0.00  
240   000000000000     1091.67 8083.33 0.00 0.00
241   000000000000     10416.67 4467.39 0.00 0.00
242   000000000000     2603.13 11202.57 0.00 0.00
243   000000000000     13333.34 0.00 0.00 0.00
244   000000000000     24999.99 0.00 0.00 0.00
245   000000000000     9715.34   514.97  
246   000000000000     12813.66 11032.08 0.00 0.00
247   000000000000     24932.63 0.00 0.00 0.00
248   000000000000     2774.00 0.00 29472.24 0.00
249   000000000000     9166.66 8333.34 0.00 0.00
250   000000000000     21083.34   0.00  
251   000000000000     17235.18 0.00 0.00 0.00
252   000000000000     18638.71   0.00  
253   000000000000     14979.17 28056.46 0.00 0.00
254   000000000000     20000.00 4642.76 11110.49 0.00
255   000000000000     16666.66 10254.58 5508.29 0.00
256   000000000000     7402.79 7635.09 0.00 0.00
257   000000000000     5808.04 13166.76 0.00 0.00
258   000000000000     10658.35 5000.00 0.00 0.00
259   000000000000     18550.00 0.00 0.00 0.00
260   000000000000     33574.19 0.00 0.00 0.00
261   000000000000     11274.29   0.00  
262   000000000000     7140.50   0.00  
263   000000000000     39017.90   0.00  
264   000000000000     8333.33 1700.25 9084.13 0.00
265   000000000000     14166.66 6500.00 0.00 0.00
266   000000000000     8333.33   13122.91  
267   000000000000     26350.00 0.00 0.00 0.00
268   000000000000     10999.99   0.00  
269   000000000000     15574.00 0.00 0.00 0.00
270   000000000000     9808.33   0.00  
271   000000000000     9166.66 11988.90 0.00 0.00
272   000000000000     8809.78 6888.62 0.00 0.00
273   000000000000     25000.00 0.00 0.00 0.00
274   000000000000     28987.21   0.00  
275   000000000000     59551.25   0.00  
276   000000000000     18750.03   0.00  
277   000000000000     7427.66 6650.00 0.00 2874.62
278   000000000000     0.00 58042.00 0.00 0.00
279   000000000000     15581.29 10833.34 0.00 0.00
280   000000000000     13378.66   0.00  
281   000000000000     13337.68 0.00 0.00 0.00
282   000000000000     43439.07 0.00 0.00 0.00
283   000000000000     27500.98 0.00 0.00 0.00
284   000000000000     29583.34 0.00 0.00 0.00
285   000000000000     10218.18 7463.73 0.00 0.00
286   000000000000     11623.16 13217.84 2975.75 0.00
287   000000000000     11716.66 10255.32 0.00 0.00
288   000000000000     10479.58   0.00  
289   000000000000     42019.24 0.00 0.00 0.00
290   000000000000     16125.50   0.00  
291   000000000000     19985.08 19985.08 0.00 0.00
292   000000000000     11041.66 0.00 0.00 0.00
293   000000000000     22083.33 9930.54 14208.33 0.00
294   000000000000     19503.54 5416.67 0.00 0.00
295   000000000000     14895.83 0.00 0.00 0.00
296   000000000000     14869.16   0.00  
297   000000000000     10737.51 0.00 0.00 0.00
298   000000000000     13539.46 2430.05 0.00 0.00
299   000000000000     5964.55 0.00 11962.77 0.00
300   000000000000     10416.66 2000.00 9034.67 0.00
301   000000000000     0.00 7294.42 6700.00 0.00
302   000000000000     9168.33 9417.02 0.00 0.00
303   000000000000     17545.79 0.00 0.00 0.00
304   000000000000     14583.34   0.00  
305   000000000000     10610.17 22138.89 0.00 0.00
306   000000000000     13934.37 0.00 0.00 0.00
307   000000000000     21666.66   0.00  
308   000000000000     20500.00 0.00 0.00 0.00
309   000000000000     9570.47 8765.47 0.00 0.00
310   000000000000     18333.33 0.00 0.00 0.00
311   000000000000     22916.66 0.00 0.00 0.00
312   000000000000     11597.00 0.00 0.00 0.00
313   000000000000     33203.66 0.00 0.00 0.00
314   000000000000     25720.10 0.00 0.00 0.00
315   000000000000     4166.00 0.00 22393.11 0.00
316   000000000000     185803.69 0.00 0.00 0.00
317   000000000000     22669.45 0.00 0.00 0.00
318   000000000000     11576.00 0.00 2511.25 0.00
319   000000000000     8333.32   45414.91  
320   000000000000     79662.92   0.00  
321   000000000000     19166.74 12084.76 0.00 0.00
322   000000000000     19146.00 0.00 0.00 0.00
323   000000000000     19813.73 0.00 0.00 0.00
324   000000000000     16666.66 0.00 0.00 315435.66
325   000000000000     8541.66   0.00  
326   000000000000     14166.66   0.00  
327   000000000000     14639.73   0.00  
328   000000000000     38116.50   5711.67  
329   000000000000     10700.00   0.00  
330   000000000000     10128.67 0.00 437.00 0.00
331   000000000000     49066.66 0.00 0.00 0.00
332   000000000000     27916.67   0.00  
333   000000000000     132042.00   0.00  
334   000000000000     0.00 26700.84 0.00 6949.75
335   000000000000     19552.09   4016.12  
336   000000000000     9166.22 9362.50 0.00 0.00
337   000000000000     15613.87   0.00  
338   000000000000     6152.71 13583.34 0.00 0.00
339   000000000000     16575.87 9199.97 0.00 0.00
340   000000000000     22642.00 0.00 0.00 0.00
341   000000000000     20833.32 0.00 0.00 0.00
342   000000000000     28373.87   0.00  
343   000000000000     19666.00 0.00 0.00 0.00
344   000000000000     10833.33 0.00 39594.50 0.00
345   000000000000     10121.00 6041.67 0.00 0.00
346   000000000000     14464.46 1209.90 3096.90 0.00
347   000000000000     13333.34 0.00 0.00 0.00
348   000000000000     13743.07   4482.17  
349   000000000000     8000.00 7500.00 0.00 0.00
350   000000000000     13750.00 12958.33 0.00 0.00
351   000000000000     12906.26   0.00  
352   000000000000     14583.33 0.00 4760.54 0.00
353   000000000000     16634.54   0.00  
354   000000000000     33171.19   0.00  
355   000000000000     12500.00 0.00 6658.98 0.00
356   000000000000     12185.60 10626.46 0.00 0.00
357   000000000000     12977.50   0.00  
358   000000000000     52697.12   0.00  
359   000000000000     13364.00   0.00  
360   000000000000     9789.94   1285.00  
361   000000000000     40448.84 0.00 0.00 0.00
362   000000000000     3800.00 0.00 0.00 0.00
363   000000000000     25000.00 17500.00 23237.54 0.00
364   000000000000     11250.00 0.00 8000.00 0.00
365   000000000000     6387.00 7238.58 0.00 0.00
366   000000000000     12018.93 13456.77 0.00 0.00
367   000000000000     9983.33 8583.00 0.00 0.00
368   000000000000     34196.37   0.00  
369   000000000000     18750.00 11666.68 0.00 0.00
370   000000000000     34666.67 0.00 3551.15 0.00
371   000000000000     17111.00   0.00  
372   000000000000     0.00 0.00 40455.23 0.00
373   000000000000     12708.32   3583.33  
374   000000000000     20375.00 4958.31 0.00 0.00
375   000000000000     20195.00 8536.85 0.00 5833.33
376   000000000000     13650.82 1284.00 0.00 0.00
377   000000000000     14375.00 12449.92 0.00 0.00
378   000000000000     51310.50   0.00  
379   000000000000     15833.34 7162.44 1375.00 3091.67
380   000000000000     20833.33 0.00 0.00 0.00
381   000000000000     47734.46 0.00 0.00 0.00
382   000000000000     8930.02 6866.67 0.00 0.00
383   000000000000     16666.66   0.00  
384   000000000000     419650.03   0.00  
385   000000000000     14583.34 0.00 0.00 0.00
386   000000000000     20833.33 0.00 61090.07 0.00
387   000000000000     80807.50 0.00 0.00 0.00
388   000000000000     30000.00   0.00  
389   000000000000     25707.75 0.00 23547.83 0.00
390   000000000000     10684.08 8665.54 0.00 677.91
391   000000000000     11656.67 0.00 0.00 0.00
392   000000000000     779.83 8940.83 0.00 0.00
393   000000000000     16666.66 0.00 0.00 0.00
394   000000000000     18333.32 0.00 22666.66 0.00
395   000000000000     7008.00 0.00 1988.91 0.00
396   000000000000     18829.87   0.00  
397   000000000000     12308.34   7857.65  
398   000000000000     11041.65   0.00  
399   000000000000     13970.66 10666.66 0.00 0.00
400   000000000000     13150.62 0.00 5678.04 0.00
401   000000000000     15833.33   2083.33  
402   000000000000     24858.45 0.00 0.00 0.00
403   000000000000     22427.65 0.00 0.00 0.00
404   000000000000     8750.00 9657.26 0.00 0.00
405   000000000000     14166.66 8333.33 0.00 0.00
406   000000000000     32570.00 0.00 0.00 0.00
407   000000000000     36830.50   0.00  
408   000000000000     7849.46 10779.60 0.00 0.00
409   000000000000     12300.00 8872.00 0.00 0.00
410   000000000000     2764.92 0.00 6209.14 0.00
411   000000000000     1251.79 18961.67 0.00 0.00
412   000000000000     11565.90 0.00 0.00 0.00
413   000000000000     36752.00   0.00  
414   000000000000     20289.83   0.00  
415   000000000000     14520.85 11875.00 2608.47 937.50
416   000000000000     12083.33 8114.58 0.00 0.00
417   000000000000     37498.00 0.00 0.00 0.00
418   000000000000     10991.00 2950.29 0.00 0.00
419   000000000000     16666.66   0.00  
420   000000000000     9013.75 7999.33 0.00 0.00
421   000000000000     20763.29 0.00 0.00 0.00
422   000000000000     30973.23   0.00  
423   000000000000     30333.33   0.00  
424   000000000000     3109.96 0.00 10627.37 0.00
425   000000000000     6471.84 2458.40 0.00 0.00
426   000000000000     27083.34 0.00 0.00 0.00
427   000000000000     29166.66   0.00  
428   000000000000     10321.69 0.00 0.00 0.00
429   000000000000     14583.34 0.00 31474.26 0.00
430   000000000000     15362.85 0.00 0.00 0.00
431   000000000000     11961.26   2083.33  
432   000000000000     10875.00 0.00 5687.54 0.00
433   000000000000     5000.00 10780.83 0.00 5874.27
434   000000000000     25000.00   0.00  
435   000000000000     9095.01 7675.00 0.00 6953.42
436   000000000000     12152.00 8212.00 0.00 0.00
437   000000000000     35124.17 0.00 0.00 0.00
438   000000000000     0.00 29713.74 0.00 0.00
439   000000000000     3559.63 10517.35 0.00 0.00
440   000000000000     46047.58   0.00  
441   000000000000     14583.33 0.00 0.00 0.00
442   000000000000     0.00   38233.65  
443   000000000000     10130.38 13321.32 0.00 0.00
444   000000000000     14704.58 0.00 0.00 0.00
445   000000000000     2178.78   12900.00  
446   000000000000     36000.00   0.00  
447   000000000000     29655.20 0.00 4166.67 0.00
448   000000000000     47916.67 3787.33 0.00 0.00
449   000000000000     25000.00 0.00 0.00 0.00
450   000000000000     16666.00 0.00 0.00 0.00
451   000000000000     7718.76 18711.92 0.00 9779.46
452   000000000000     11250.01 0.00 0.00 0.00
453   000000000000     40485.67 1989.78 0.00 185.21
454   000000000000     22624.33 0.00 0.00 0.00
455   000000000000     13466.68 1157.08 2094.33 0.00
456   000000000000     33333.33 9080.00 0.00 0.00
457   000000000000     6250.00 0.00 21668.02 0.00
458   000000000000     9224.00 8217.00 0.00 0.00
459   000000000000     11816.67 15441.42 0.00 0.00
460   000000000000     21452.59 1105.80 0.00 0.00
461   000000000000     22394.88   0.00  
462   000000000000     25452.00 6166.67 0.00 0.00
463   000000000000     14083.33 3250.00 0.00 0.00
464   000000000000     12171.99   0.00  
465   000000000000     34204.30 0.00 0.00 0.00
466   000000000000     16064.92   0.00  
467   000000000000     18291.76 0.00 0.00 0.00
468   000000000000     9753.38 0.00 5248.78 0.00
469   000000000000     0.00 15230.82 0.00 0.00
470   000000000000     16632.78   15570.83  
471   000000000000     12916.67   27982.08  
472   000000000000     14500.00   0.00  
473   000000000000     10833.04   0.00  
474   000000000000     10410.42   6696.26  
475   000000000000     11348.48 13675.65 0.00 0.00
476   000000000000     8903.25 5418.21 0.00 0.00
477   000000000000     0.00   9422.50  
478   000000000000     17916.67 0.00 0.00 0.00
479   000000000000     9875.00 9193.58 0.00 0.00
480   000000000000     11699.43   0.00  
481   000000000000     15164.61   12557.51  
482   000000000000     45191.25 0.00 0.00 0.00
483   000000000000     38293.95 0.00 0.00 0.00
484   000000000000     11057.00   0.00  
485   000000000000     17275.99 14121.58 0.00 0.00
486   000000000000     12033.33 11666.67 0.00 0.00
487   000000000000     21395.83 9628.51 0.00 0.00
488   000000000000     3000.00   29005.98  
489   000000000000     28927.92 0.00 0.00 0.00
490   000000000000     12146.33 7455.74 0.00 0.00
491   000000000000     22588.33 13645.05 16138.39 0.00
492   000000000000     7330.26 8082.53 0.00 0.00
493   000000000000     17165.67   0.00  
494   000000000000     18750.00   0.00  
495   000000000000     23731.83 0.00 0.00 0.00
496   000000000000     2228.50 7324.66 0.00 0.00
497   000000000000     49684.00   0.00  
498   000000000000     25926.64   0.00  
499   000000000000     38883.77 0.00 0.00 0.00
500   000000000000     22884.31 0.00 0.00 0.00
501   000000000000     15666.67 0.00 0.00 0.00
502   000000000000     17055.66   0.00  
503   000000000000     2563.00 0.00 9908.00 0.00
504   000000000000     5466.93 4013.41 0.00 0.00
505   000000000000     8696.83   9932.03  
506   000000000000     22916.67   19993.75  
507   000000000000     11106.69   0.00  
508   000000000000     17751.06   0.00  
509   000000000000     16666.68 0.00 0.00 0.00
510   000000000000     44470.50 0.00 0.00 0.00
511   000000000000     26818.88 13736.67 0.00 0.00
512   000000000000       10971.63 514.44 -1019.50
513   000000000000     31166.66 13519.25 0.00 0.00
514   000000000000     45176.70   0.00  
515   000000000000     9211.50   7115.58  
516   000000000000     18750.01   0.00  
517   000000000000     12075.02 0.00 5179.17 0.00
518   000000000000     8882.67 5788.03 0.00 0.00
519   000000000000     47608.00 0.00 0.00 0.00
520   000000000000     29165.98 0.00 0.00 0.00
521   000000000000     4662.08 19944.13 0.00 0.00
522   000000000000     9073.98 10416.67 0.00 2397.65
523   000000000000     36800.00 0.00 0.00 0.00
524   000000000000     110716.85   0.00  
525   000000000000     21064.00   2191.96  
526   000000000000     27284.64 0.00 0.00 0.00
527   000000000000     21470.83   7507.80  
528   000000000000     16666.66 0.00 0.00 0.00
529   000000000000     20833.34 0.00 0.00 0.00
530   000000000000     14682.56 0.00 0.00 0.00
531   000000000000     12500.00 0.00 13583.33 0.00
532   000000000000     20833.34   0.00  
533   000000000000     23752.26 0.00 8416.67 0.00
534   000000000000     0.00 7400.00 0.00 9501.00
535   000000000000     42716.21 0.00 0.00 0.00
536   000000000000     20833.34 0.00 0.00 0.00
537   000000000000     13361.74   6129.58  
538   000000000000     15000.00   8151.67  
539   000000000000     54977.30 0.00 0.00 0.00
540   000000000000     23076.54 0.00 0.00 0.00
541   000000000000     82695.92   0.00  
542   000000000000     23154.17   6933.67  
543   000000000000     12032.08 11854.18 0.00 0.00
544   000000000000     26529.96   0.00  
545   000000000000     33041.67   0.00  
546   000000000000     96197.96 13940.00 0.00 0.00
547   000000000000     20833.33 0.00 36908.79 0.00
548   000000000000     12800.22   0.00  
549   000000000000     0.00   37474.08  
550   000000000000     13583.33 5295.84 0.00 0.00
551   000000000000     14000.00   0.00  
552   000000000000     6562.23 16735.33 0.00 0.00
553   000000000000     16362.33 0.00 0.00 0.00
554   000000000000     12454.00   0.00  
555   000000000000     12528.00 0.00 2428.00 0.00
556   000000000000     52721.47 0.00 0.00 0.00
557   000000000000     9048.00 4556.38 0.00 0.00
558   000000000000     7498.18 27032.50 0.00 0.00
559   000000000000     10606.95   0.00  
560   000000000000     30061.23 0.00 0.00 0.00
561   000000000000     21283.66 13461.54 0.00 0.00
562   000000000000     59138.67 10486.75 0.00 0.00
563   000000000000     17083.33 0.00 0.00 0.00
564   000000000000     16333.33   0.00  
565   000000000000     10441.80   0.00  
566   000000000000     18025.58 0.00 0.00 0.00
567   000000000000     16330.67   0.00  
568   000000000000     18449.75 29916.67 0.00 0.00
569   000000000000     16251.83   9844.45  
570   000000000000     16804.40   0.00  
571   000000000000     6779.50 6661.95 0.00 0.00
572   000000000000     1795.25 0.00 12523.01 0.00
573   000000000000     6972.63 14929.42 0.00 0.00

 

 

  105 106 107 108 109 110 111 112 113
 

All Borrower Wage

Income

All Borrower Total

Income

4506-T Indicator

Borrower Income

Verification Level

Co-Borrower

Income Verification

Borrower

Employment

Verification

Co-Borrower

Employment

Verification

Borrower Asset

Verification

Co-Borrower Asset

Verification

1 43510.00 43510.00 1 5   3   4  
2 57554.51 57554.51 1 5   3   4  
3 21519.88 25736.55 1 5   3   4  
4 25833.34 25833.34 1 5   3   4  
5 14238.67 14238.67 1 5   3   4  
6 16133.92 16133.92 1 5   3   4  
7 10210.99 13810.99 1 5   3   4  
8 20238.00 20238.00 1 5   3   4  
9 60710.00 60710.00 1 5   3   4  
10 15162.61 15162.61 1 5   3   4  
11 15794.48 15794.48 1 5   3   4  
12 23214.34 23214.34 1 4   3   4  
13 15000.00 15000.00 1 5   3   4  
14 5284.12 30607.08 1 5   3   4  
15 22971.00 31096.00 1 5   3   4  
16 7999.01 19584.95 1 5   3   4  
17 29247.36 29247.36 1 5   3   4  
18 24414.00 24414.00 1 5   3   4  
19 20000.00 20000.00 1 5   3   4  
20 12500.00 12500.00 1 5   3   4  
21 14000.00 14000.00 1 5   3   4  
22 12500.00 12500.00 1 5   3   4  
23 15096.00 20444.00 1 5   3   4  
24 12916.65 12916.65 1 5   3   4  
25 25000.00 25000.00 1 5   3   4  
26 14661.00 14661.00 1 5   3   4  
27 19833.33 27683.25 1 5   3   4  
28 14309.75 14309.75 1 5   3   4  
29 18766.52 18766.52 1 5   3   4  
30 14171.63 14171.63 1 5   3   4  
31 21379.17 21379.17 1 5   3   4  
32 46373.34 46373.34 1 5   3   4  
33 14511.05 14511.05 1 5   3   4  
34 23333.33 72746.43 1 5   3   4  
35 22475.88 22475.88 1 5   3   4  
36 12291.33 12291.33 1 5   3   4  
37 15302.11 16552.11 1 5   3   4  
38 15892.49 15892.49 1 5   3   4  
39 6250.00 14966.83 1 5   3   4  
40 17500.00 17500.00 1 5   3   4  
41 35462.00 35462.00 1 5   3   4  
42 10915.84 10915.84 1 5   3   4  
43 33333.34 192681.44 1 5   3   4  
44 22500.00 22500.00 1 5   3   4  
45 15154.00 31541.00 1 5   3   4  
46 13033.79 20545.87 1 5   3   4  
47 21666.66 21666.66 1 5   3   4  
48 36448.79 36448.79 1 5   3   4  
49 21297.75 21297.75 1 5   3   4  
50 33806.67 33806.67 1 5   3   4  
51 16666.67 16666.67 1 5   3   4  
52 22383.34 22383.34 1 5   3   4  
53 39236.50 39236.50 1 5   3   4  
54 23402.00 23402.00 1 5   3   4  
55 21166.68 24767.95 1 5   3   4  
56 21337.71 21337.71 1 5   3   4  
57 20899.74 20899.74 1 5   3   4  
58 9171.06 9171.06 1 5   3   4  
59 8038.75 12101.88 1 5   3   4  
60 48788.75 48788.75 1 5   3   4  
61 58786.25 58786.25 1 5   3   4  
62 80261.63 80261.63 1 5   3   4  
63 17620.83 17620.83 1 5   3   4  
64 20124.00 20124.00 1 5   3   4  
65 10750.00 10750.00 1 5   3   4  
66 30091.44 30091.44 1 5   3   4  
67 30416.66 30416.66 1 5   3   4  
68 15166.67 15166.67 1 5   3   4  
69 17492.50 17492.50 1 5   3   4  
70 18750.00 18750.00 1 5   3   4  
71 25966.66 25966.66 1 5   3   4  
72 31468.70 31468.70 1 5   3   4  
73 25877.46 25877.46 1 5   3   4  
74 18333.34 18333.34 1 5   3   4  
75 19166.66 19166.66 1 5   3   4  
76 12500.00 12500.00 1 5   3   4  
77 16666.67 33532.53 1 5   3   4  
78 40166.66 40166.66 1 5   3   4  
79 48075.84 48075.84 1 5   3   4  
80 3128.50 18251.06 1 5   3   4  
81 17498.00 17498.00 1 5   3   4  
82 10500.00 12491.92 1 5   3   4  
83 30686.03 30686.03 1 5   3   4  
84 16958.83 16958.83 1 5   3   4  
85 41635.40 41635.40 1 5   3   4  
86 14890.00 14890.00 1 5   3   4  
87 20239.38 20239.38 1 5   3   4  
88 9277.35 13227.89 1 5   3   4  
89 14896.08 14896.08 1 5   3   4  
90 34734.85 34734.85 1 5   3   4  
91 14567.77 14567.77 1 5   3   4  
92 22000.12 22000.12 1 5   3   4  
93 20705.66 39705.24 1 5   3   4  
94 40246.30 40246.30 1 5   3   4  
95 15600.00 17016.67 1 5   3   4  
96 18333.33 18333.33 1 5   3   4  
97 8903.57 13496.52 1 5   3   4  
98 49166.66 49166.66 1 5   3   4  
99 11250.00 11250.00 1 5   3   4  
100 32161.00 32161.00 1 5   3   4  
101 24432.31 24432.31 1 5   3   4  
102 15746.49 15746.49 1 5   3   4  
103 23131.00 23131.00 1 5   3   4  
104 26247.46 26247.46 1 5   3   4  
105 20800.00 20800.00 1 5   3   4  
106 11250.00 17965.00 1 5   3   4  
107 15416.67 15416.67 1 5   3   4  
108 17916.67 53754.57 1 5   3   4  
109 11831.73 11831.73 1 5   3   4  
110 11916.67 11916.67 1 5   3   4  
111 15833.34 15833.34 1 5   3   4  
112 27373.62 27373.62 1 5   3   4  
113 13816.50 15798.15 1 5   3   4  
114 29275.75 29275.75 1 5   3   4  
115 33416.67 50095.15 1 5   3   4  
116 21552.26 21552.26 1 5   3   4  
117 29767.67 29767.67 1 5   3   4  
118 25156.67 25156.67 1 5   3   4  
119 20000.00 20000.00 1 5   3   4  
120 17916.00 17916.00 1 5   3   4  
121 29552.85 29552.85 1 5   3   4  
122 49296.93 49296.93 1 5   3   4  
123 14397.77 19612.45 1 5   3   4  
124 10416.66 20943.28 1 5   3   4  
125 32875.44 38476.61 1 5   3   4  
126 30099.04 30099.04 1 5   3   4  
127 16377.21 16377.21 1 5   3   4  
128 12789.30 12789.30 1 5   3   4  
129 25439.16 25439.16 1 5   3   4  
130 9784.04 9784.04 1 5   3   4  
131 49562.79 49562.79 1 5   3   4  
132 13903.13 13903.13 1 5   3   4  
133 19066.67 19066.67 1 5   3   4  
134 15803.99 15803.99 1 5   3   4  
135 18431.66 18431.66 1 5   3   4  
136 10901.24 14245.82 1 5   3   4  
137 19522.82 22535.32 1 5   3   4  
138 11900.00 12745.14 1 5   3   4  
139 37575.67 37575.67 1 5   3   4  
140 32349.51 32349.51 1 5   3   4  
141 28750.01 28750.01 1 5   3   4  
142 21941.92 21941.92 1 5   3   4  
143 17801.88 17801.88 1 5   3   4  
144 44660.08 44660.08 1 5   3   4  
145 47725.33 47725.33 1 5   3   4  
146 23228.18 23228.18 1 5   3   4  
147 13333.34 13333.34 1 5   3   4  
148 15426.01 15426.01 1 5   3   4  
149 7416.67 18805.98 1 5   3   4  
150 47419.50 47419.50 1 5   3   4  
151 20833.00 29166.00 1 5   3   4  
152 31377.79 35690.12 1 5   3   4  
153 14583.34 14583.34 1 5   3   4  
154 10887.97 10887.97 1 5   3   4  
155 63537.94 63537.94 1 5   3   4  
156 11240.58 11240.58 1 5   3   4  
157 14806.20 18965.41 1 5   3   4  
158 17804.67 17804.67 1 5   3   4  
159 14833.87 14833.87 1 5   3   4  
160 10000.00 21838.19 1 5   3   4  
161 14166.48 14166.48 1 5   3   4  
162 14744.08 19211.71 1 5   3   4  
163 22709.60 24126.26 1 5   3   4  
164 29166.67 29166.67 1 5   3   4  
165 20843.58 20843.58 1 5   3   4  
166 11043.00 29111.00 1 5   3   4  
167 21666.66 21666.66 1 5   3   4  
168 15426.28 15426.28 1 5   3   4  
169 24726.00 24726.00 1 5   3   4  
170 26418.58 26418.58 1 5   3   4  
171 23694.71 23694.71 1 5   3   4  
172 31776.33 31776.33 1 5   3   4  
173 36214.46 36214.46 1 5   3   4  
174 15757.21 15757.21 1 5   3   4  
175 26559.67 26559.67 1 5   3   4  
176 32912.42 32912.42 1 5   3   4  
177 15834.00 15834.00 1 5   3   4  
178 14615.98 14615.98 1 5   3   4  
179 20000.00 32639.17 1 5   3   4  
180 10559.97 10559.97 1 5   3   4  
181 28166.67 28166.67 1 5   3   4  
182 41886.69 41886.69 1 5   3   4  
183 12958.33 12958.33 1 5   3   4  
184 20000.00 20000.00 1 5   3   4  
185 19068.76 19068.76 1 5   3   4  
186 16250.00 16250.00 1 5   3   4  
187 22256.04 22256.04 1 5   3   4  
188 24601.89 24601.89 1 5   3   4  
189 17083.34 17083.34 1 5   3   4  
190 12500.00 28177.16 1 5   3   4  
191 20011.00 20011.00 1 5   3   4  
192 13830.62 18379.83 1 5   3   4  
193 15476.46 15476.46 1 5   3   4  
194 15000.00 15000.00 1 5   3   4  
195 33333.00 43208.00 1 5   3   4  
196 12171.38 12171.38 1 5   3   4  
197 14333.33 14333.33 1 5   3   4  
198 6500.00 41950.38 1 5   3   4  
199 15301.55 15301.55 1 5   3   4  
200 60440.25 60440.25 1 5   3   4  
201 5416.67 38576.64 1 5   3   4  
202 11666.67 11666.67 1 5   3   4  
203 27767.13 27767.13 1 5   3   4  
204 17027.14 17027.14 1 5   3   4  
205 16666.66 22166.66 1 5   3   4  
206 12301.75 12301.75 1 5   3   4  
207 32580.21 48013.90 1 5   3   4  
208 3884.60 11104.59 1 5   3   4  
209 19286.75 19286.75 1 5   3   4  
210 14583.34 14583.34 1 5   3   4  
211 39464.56 90378.40 1 5   3   4  
212 14735.41 14735.41 1 5   3   4  
213 14629.62 14629.62 1 5   3   4  
214 17102.02 92985.83 1 5   3   4  
215 14391.56 14391.56 1 5   3   4  
216 13469.54 13469.54 1 5   3   4  
217 10810.54 10810.54 1 5   3   4  
218 10147.00 10147.00 1 5   3   4  
219 19909.86 19909.86 1 5   3   4  
220 58403.16 58403.16 1 5   3   4  
221 26938.88 26938.88 1 5   3   4  
222 14541.68 14541.68 1 5   3   4  
223 14495.99 14495.99 1 5   3   4  
224 12553.35 12553.35 1 5   3   4  
225 38263.42 38263.42 1 5   3   4  
226 11855.70 11855.70 1 5   3   4  
227 29165.00 29165.00 1 5   3   4  
228 22515.08 22515.08 1 5   3   4  
229 9547.32 9547.32 1 5   3   4  
230 14583.00 27374.67 1 5   3   4  
231 94646.34 94646.34 1 5   3   4  
232 8056.86 10104.59 1 5   3   4  
233 25461.64 25461.64 1 5   3   4  
234 19244.24 19244.24 1 4   3   4  
235 18718.17 18718.17 1 5   3   4  
236 13250.00 13250.00 1 5   3   4  
237 50000.00 50000.00 1 5   3   4  
238 35717.80 35717.80 1 5   3   4  
239 20165.02 20165.02 1 5   3   4  
240 9175.00 9175.00 1 5   3   4  
241 14884.06 14884.06 1 5   3   4  
242 13805.70 13805.70 1 5   3   4  
243 13333.34 13333.34 1 5   3   4  
244 24999.99 24999.99 1 5   3   4  
245 9715.34 10230.31 1 5   3   4  
246 23845.74 23845.74 1 5   3   4  
247 24932.63 24932.63 1 5   3   4  
248 2774.00 32246.24 1 5   3   4  
249 17500.00 17500.00 1 5   3   4  
250 21083.34 21083.34 1 5   3   4  
251 17235.18 17235.18 1 5   3   4  
252 18638.71 18638.71 1 5   3   4  
253 43035.63 43035.63 1 5   3   4  
254 24642.76 35753.25 1 5   3   4  
255 26921.24 32429.53 1 5   3   4  
256 15037.88 15037.88 1 5   3   4  
257 18974.80 18974.80 1 5   3   4  
258 15658.35 15658.35 1 5   3   4  
259 18550.00 18550.00 1 5   3   4  
260 33574.19 33574.19 1 5   3   4  
261 11274.29 11274.29 1 5   3   4  
262 7140.50 7140.50 1 4   3   4  
263 39017.90 39017.90 1 5   3   4  
264 10033.58 19117.71 1 5   3   4  
265 20666.66 20666.66 1 5   3   4  
266 8333.33 21456.24 1 5   3   4  
267 26350.00 26350.00 1 5   3   4  
268 10999.99 10999.99 1 5   3   4  
269 15574.00 15574.00 1 5   3   4  
270 9808.33 9808.33 1 5   3   4  
271 21155.56 21155.56 1 5   3   4  
272 15698.40 15698.40 1 5   3   4  
273 25000.00 25000.00 1 5   3   4  
274 28987.21 28987.21 1 5   3   4  
275 59551.25 59551.25 1 5   3   4  
276 18750.03 18750.03 1 5   3   4  
277 14077.66 16952.28 1 5   3   4  
278 58042.00 58042.00 1 5   3   4  
279 26414.63 26414.63 1 5   3   4  
280 13378.66 13378.66 1 5   3   4  
281 13337.68 13337.68 1 5   3   4  
282 43439.07 43439.07 1 5   3   4  
283 27500.98 27500.98 1 5   3   4  
284 29583.34 29583.34 1 5   3   4  
285 17681.91 17681.91 1 5   3   4  
286 24841.00 27816.75 1 5   3   4  
287 21971.98 21971.98 1 5   3   4  
288 10479.58 10479.58 1 5   3   4  
289 42019.24 42019.24 1 5   3   4  
290 16125.50 16125.50 1 5   3   4  
291 39970.16 39970.16 1 5   3   4  
292 11041.66 11041.66 1 5   3   4  
293 32013.87 46222.20 1 5   3   4  
294 24920.21 24920.21 1 5   3   4  
295 14895.83 14895.83 1 5   3   4  
296 14869.16 14869.16 1 5   3   4  
297 10737.51 10737.51 1 5   3   4  
298 15969.51 15969.51 1 5   3   4  
299 5964.55 17927.32 1 5   3   4  
300 12416.66 21451.33 1 5   3   4  
301 7294.42 13994.42 1 5   3   4  
302 18585.35 18585.35 1 5   3   4  
303 17545.79 17545.79 1 5   3   4  
304 14583.34 14583.34 1 5   3   4  
305 32749.06 32749.06 1 5   3   4  
306 13934.37 13934.37 1 4   3   4  
307 21666.66 21666.66 1 5   3   4  
308 20500.00 20500.00 1 5   3   4  
309 18335.94 18335.94 1 5   3   4  
310 18333.33 18333.33 1 5   3   4  
311 22916.66 22916.66 1 5   3   4  
312 11597.00 11597.00 1 5   3   4  
313 33203.66 33203.66 1 5   3   4  
314 25720.10 25720.10 1 5   3   4  
315 4166.00 26559.11 1 5   3   4  
316 185803.69 185803.69 1 5   3   4  
317 22669.45 22669.45 1 5   3   4  
318 11576.00 14087.25 1 5   3   4  
319 8333.32 53748.23 1 5   3   4  
320 79662.92 79662.92 1 5   3   4  
321 31251.50 31251.50 1 5   3   4  
322 19146.00 19146.00 1 5   3   4  
323 19813.73 19813.73 1 5   3   4  
324 16666.66 332102.32 1 5   3   4  
325 8541.66 8541.66 1 5   3   4  
326 14166.66 14166.66 1 5   3   4  
327 14639.73 14639.73 1 5   3   4  
328 38116.50 43828.17 1 5   3   4  
329 10700.00 10700.00 1 5   3   4  
330 10128.67 10565.67 1 5   3   4  
331 49066.66 49066.66 1 5   3   4  
332 27916.67 27916.67 1 5   3   4  
333 132042.00 132042.00 1 5   3   4  
334 26700.84 33650.59 1 5   3   4  
335 19552.09 23568.21 1 5   3   4  
336 18528.72 18528.72 1 5   3   4  
337 15613.87 15613.87 1 5   3   4  
338 19736.05 19736.05 1 5   3   4  
339 25775.84 25775.84 1 5   3   4  
340 22642.00 22642.00 1 5   3   4  
341 20833.32 20833.32 1 5   3   4  
342 28373.87 28373.87 1 5   3   4  
343 19666.00 19666.00 1 5   3   4  
344 10833.33 50427.83 1 5   3   4  
345 16162.67 16162.67 1 5   3   4  
346 15674.36 18771.26 1 4   3   4  
347 13333.34 13333.34 1 5   3   4  
348 13743.07 18225.24 1 5   3   4  
349 15500.00 15500.00 1 5   3   4  
350 26708.33 26708.33 1 5   3   4  
351 12906.26 12906.26 1 5   3   4  
352 14583.33 19343.87 1 5   3   4  
353 16634.54 16634.54 1 5   3   4  
354 33171.19 33171.19 1 5   3   4  
355 12500.00 19158.98 1 5   3   4  
356 22812.06 22812.06 1 5   3   4  
357 12977.50 12977.50 1 5   3   4  
358 52697.12 52697.12 1 5   3   4  
359 13364.00 13364.00 1 5   3   4  
360 9789.94 11074.94 1 5   3   4  
361 40448.84 40448.84 1 5   3   4  
362 3800.00 3800.00 1 5   3   4  
363 42500.00 65737.54 1 5   3   4  
364 11250.00 19250.00 1 5   3   4  
365 17946.58 17946.58 1 5   3   4  
366 25475.70 25475.70 1 5   3   4  
367 18566.33 18566.33 1 5   3   4  
368 34196.37 34196.37 1 4   3   4  
369 30416.68 30416.68 1 5   3   4  
370 34666.67 38217.82 1 5   3   4  
371 17111.00 17111.00 1 5   3   4  
372 0.00 40455.23 1 5   3   4  
373 12708.32 16291.65 1 5   3   4  
374 25333.31 25333.31 1 5   3   4  
375 28731.85 34565.18 1 5   3   4  
376 14934.82 14934.82 1 5   3   4  
377 26824.92 26824.92 1 5   3   4  
378 51310.50 51310.50 1 5   3   4  
379 22995.78 27462.45 1 5   3   4  
380 20833.33 20833.33 1 5   3   4  
381 47734.46 47734.46 1 5   3   4  
382 15796.69 15796.69 1 5   3   4  
383 16666.66 16666.66 1 4   3   4  
384 419650.03 419650.03 1 5   3   4  
385 14583.34 14583.34 1 5   3   4  
386 20833.33 81923.40 1 5   3   4  
387 80807.50 80807.50 1 5   3   4  
388 30000.00 30000.00 1 5   3   4  
389 25707.75 49255.58 1 5   3   4  
390 19349.62 20027.53 1 5   3   4  
391 11656.67 11656.67 1 5   3   4  
392 9720.66 9720.66 1 5   3   4  
393 16666.66 16666.66 1 5   3   4  
394 18333.32 40999.98 1 5   3   4  
395 7008.00 8996.91 1 5   3   4  
396 18829.87 18829.87 1 5   3   4  
397 12308.34 20165.99 1 5   3   4  
398 11041.65 11041.65 1 5   3   4  
399 24637.32 24637.32 1 5   3   4  
400 13150.62 18828.66 1 5   3   4  
401 15833.33 17916.66 1 5   3   4  
402 24858.45 24858.45 1 5   3   4  
403 22427.65 22427.65 1 5   3   4  
404 18407.26 18407.26 1 5   3   4  
405 22499.99 22499.99 1 5   3   4  
406 32570.00 32570.00 1 5   3   4  
407 36830.50 36830.50 1 4   3   4  
408 18629.06 18629.06 1 5   3   4  
409 21172.00 21172.00 1 5   3   4  
410 2764.92 8974.06 1 5   3   4  
411 20213.46 20213.46 1 5   3   4  
412 11565.90 11565.90 1 5   3   4  
413 36752.00 36752.00 1 5   3   4  
414 20289.83 20289.83 1 5   3   4  
415 26395.85 29941.82 1 5   3   4  
416 20197.91 20197.91 1 5   3   4  
417 37498.00 37498.00 1 5   3   4  
418 13941.29 13941.29 1 5   3   4  
419 16666.66 16666.66 1 5   3   4  
420 17013.08 17013.08 1 5   3   4  
421 20763.29 20763.29 1 5   3   4  
422 30973.23 30973.23 1 5   3   4  
423 30333.33 30333.33 1 5   3   4  
424 3109.96 13737.33 1 5   3   4  
425 8930.24 8930.24 1 5   3   4  
426 27083.34 27083.34 1 5   3   4  
427 29166.66 29166.66 1 5   3   4  
428 10321.69 10321.69 1 5   3   4  
429 14583.34 46057.60 1 5   3   4  
430 15362.85 15362.85 1 5   3   4  
431 11961.26 14044.59 1 5   3   4  
432 10875.00 16562.54 1 5   3   4  
433 15780.83 21655.10 1 5   3   4  
434 25000.00 25000.00 1 5   3   4  
435 16770.01 23723.43 1 5   3   4  
436 20364.00 20364.00 1 5   3   4  
437 35124.17 35124.17 1 5   3   4  
438 29713.74 29713.74 1 5   3   4  
439 14076.98 14076.98 1 5   3   4  
440 46047.58 46047.58 1 4   3   4  
441 14583.33 14583.33 1 5   3   4  
442 0.00 38233.65 1 5   3   4  
443 23451.70 23451.70 1 5   3   4  
444 14704.58 14704.58 1 5   3   4  
445 2178.78 15078.78 1 5   3   4  
446 36000.00 36000.00 1 5   3   4  
447 29655.20 33821.87 1 5   3   4  
448 51704.00 51704.00 1 5   3   4  
449 25000.00 25000.00 1 5   3   4  
450 16666.00 16666.00 1 5   3   4  
451 26430.68 36210.14 1 5   3   4  
452 11250.01 11250.01 1 5   3   4  
453 42475.45 42660.66 1 5   3   4  
454 22624.33 22624.33 1 5   3   4  
455 14623.76 16718.09 1 5   3   4  
456 42413.33 42413.33 1 5   3   4  
457 6250.00 27918.02 1 5   3   4  
458 17441.00 17441.00 1 5   3   4  
459 27258.09 27258.09 1 5   3   4  
460 22558.39 22558.39 1 5   3   4  
461 22394.88 22394.88 1 5   3   4  
462 31618.67 31618.67 1 5   3   4  
463 17333.33 17333.33 1 5   3   4  
464 12171.99 12171.99 1 5   3   4  
465 34204.30 34204.30 1 5   3   4  
466 16064.92 16064.92 1 5   3   4  
467 18291.76 18291.76 1 5   3   4  
468 9753.38 15002.16 1 5   3   4  
469 15230.82 15230.82 1 5   3   4  
470 16632.78 32203.61 1 5   3   4  
471 12916.67 40898.75 1 5   3   4  
472 14500.00 14500.00 1 5   3   4  
473 10833.04 10833.04 1 5   3   4  
474 10410.42 17106.68 1 5   3   4  
475 25024.13 25024.13 1 5   3   4  
476 14321.46 14321.46 1 5   3   4  
477 0.00 9422.50 1 5   3   4  
478 17916.67 17916.67 1 5   3   4  
479 19068.58 19068.58 1 4   3   4  
480 11699.43 11699.43 1 5   3   4  
481 15164.61 27722.12 1 5   3   4  
482 45191.25 45191.25 1 5   3   4  
483 38293.95 38293.95 1 5   3   4  
484 11057.00 11057.00 1 5   3   4  
485 31397.57 31397.57 1 5   3   4  
486 23700.00 23700.00 1 5   3   4  
487 31024.34 31024.34 1 5   3   4  
488 3000.00 32005.98 1 5   3   4  
489 28927.92 28927.92 1 5   3   4  
490 19602.07 19602.07 1 5   3   4  
491 36233.38 52371.77 1 5   3   4  
492 15412.79 15412.79 1 4   3   4  
493 17165.67 17165.67 1 5   3   4  
494 18750.00 18750.00 1 5   3   4  
495 23731.83 23731.83 1 5   3   4  
496 9553.16 9553.16 1 5   3   4  
497 49684.00 49684.00 1 5   3   4  
498 25926.64 25926.64 1 5   3   4  
499 38883.77 38883.77 1 5   3   4  
500 22884.31 22884.31 1 5   3   4  
501 15666.67 15666.67 1 5   3   4  
502 17055.66 17055.66 1 5   3   4  
503 2563.00 12471.00 1 5   3   4  
504 36041.61 36325.92 1 5   3   4  
505 8696.83 18628.86 1 5   3   4  
506 22916.67 42910.42 1 5   3   4  
507 11106.69 11106.69 1 5   3   4  
508 17751.06 17751.06 1 5   3   4  
509 16666.68 16666.68 1 5   3   4  
510 44470.50 44470.50 1 5   3   4  
511 40555.55 40555.55 1 5   3   4  
512 10971.63 10466.57 1 5   3   4  
513 44685.91 44685.91 1 5   3   4  
514 45176.70 45176.70 1 5   3   4  
515 9211.50 16327.08 1 5   3   4  
516 18750.01 18750.01 1 5   3   4  
517 12075.02 17254.19 1 5   3   4  
518 14670.70 14670.70 1 5   3   4  
519 47608.00 47608.00 1 5   3   4  
520 29165.98 29165.98 1 5   3   4  
521 24606.21 24606.21 1 5   3   4  
522 19490.65 21888.30 1 5   3   4  
523 36800.00 36800.00 1 5   3   4  
524 110716.85 110716.85 1 5   3   4  
525 21064.00 23255.96 1 5   3   4  
526 27284.64 27284.64 1 5   3   4  
527 21470.83 28978.63 1 5   3   4  
528 16666.66 16666.66 1 5   3   4  
529 20833.34 20833.34 1 5   3   4  
530 14682.56 14682.56 1 5   3   4  
531 12500.00 26083.33 1 5   3   4  
532 20833.34 20833.34 1 5   3   4  
533 23752.26 32168.93 1 5   3   4  
534 7400.00 16901.00 1 5   3   4  
535 42716.21 42716.21 1 5   3   4  
536 20833.34 20833.34 1 5   3   4  
537 13361.74 19491.32 1 5   3   4  
538 15000.00 23151.67 1 5   3   4  
539 54977.30 54977.30 1 5   3   4  
540 23076.54 23076.54 1 5   3   4  
541 82695.92 82695.92 1 5   3   4  
542 23154.17 30087.84 1 5   3   4  
543 23886.26 23886.26 1 5   3   4  
544 26529.96 26529.96 1 5   3   4  
545 33041.67 33041.67 1 5   3   4  
546 110137.96 110137.96 1 4   3   4  
547 20833.33 57742.12 1 5   3   4  
548 12800.22 12800.22 1 5   3   4  
549 0.00 37474.08 1 5   3   4  
550 18879.17 18879.17 1 5   3   4  
551 14000.00 14000.00 1 5   3   4  
552 23297.56 23297.56 1 5   3   4  
553 16362.33 16362.33 1 5   3   4  
554 12454.00 12454.00 1 5   3   4  
555 12528.00 14956.00 1 5   3   4  
556 52721.47 52721.47 1 5   3   4  
557 13604.38 13604.38 1 5   3   4  
558 34530.68 34530.68 1 5   3   4  
559 10606.95 10606.95 1 5   3   4  
560 30061.23 30061.23 1 5   3   4  
561 34745.20 34745.20 1 5   3   4  
562 69625.42 69625.42 1 5   3   4  
563 17083.33 17083.33 1 5   3   4  
564 16333.33 16333.33 1 5   3   4  
565 10441.80 10441.80 1 5   3   4  
566 18025.58 18025.58 1 5   3   4  
567 16330.67 16330.67 1 5   3   4  
568 48366.42 48366.42 1 5   3   4  
569 16251.83 26096.28 1 5   3   4  
570 16804.40 16804.40 1 5   3   4  
571 13441.45 13441.45 1 5   3   4  
572 1795.25 14318.26 1 5   3   4  
573 21902.05 21902.05 1 5   3   4  

  

  114 115 116 117 118 119 120 121 122
 

Liquid / Cash

Reserves

Monthly Debt All

Borrowers

Originator DTI Fully Indexed Rate

Qualification

Method

Percentage of Down

Payment from

Borrower Own

Funds

City State Postal Code
1 67971.23 7238.76 0.166370       ESCALON CA 95320
2 139254.00 17931.17 0.311551     13.925400 LOS ANGELES CA 90049
3 158034.86 7813.59 0.303599     100.000000 MILTON GA 30004
4 417432.23 8658.38 0.335163       PALO ALTO CA 94306
5 245124.58 3582.19 0.251582       LAKE OSWEGO OR 97035
6 86833.04 4812.93 0.298311     100.000000 REDONDO BEACH CA 90278
7 164471.13 5967.65 0.432094     100.000000 NEWPORT BEACH CA 92660
8 293195.30 5743.40 0.283793     100.000000 SAN DIEGO CA 92127
9 590047.36 19111.63 0.314802     100.000000 LAS VEGAS NV 89118
10 211615.19 6015.36 0.396723     100.000000 STUDIO CITY CA 91607
11 387101.80 6791.59 0.429998     100.000000 REDWOOD CITY CA 94062
12 36137.38 3958.39 0.170515       SEATTLE WA 98122
13 142643.28 6659.08 0.443939       LEESBURG VA 20175
14 92516.30 5827.47 0.190396       SPRING TX 77386
15 281505.15 12004.70 0.386053     100.000000 GREAT FALLS VA 22066
16 1138059.25 8237.61 0.420609     100.000000 NEWPORT BEACH CA 92663
17 101359.08 11701.40 0.400084     100.000000 MAMMOTH LAKES CA 93546
18 95770.36 10859.62 0.444811     58.307700 GOLD CANYON AZ 85118
19 181783.46 7365.08 0.368254       WALNUT CA 91789
20 277435.57 4350.89 0.348071     100.000000 OAKLAND CA 94611
21 86132.74 4965.69 0.354692     100.000000 SAN DIEGO CA 92131
22 266219.18 3766.96 0.301357       SAN FRANCISCO CA 94116
23 1549099.91 6814.54 0.333327       SANTA CRUZ CA 95060
24 531555.74 4214.10 0.326253     100.000000 DANVILLE CA 94526
25 172007.28 10828.82 0.433153     100.000000 RIVERSIDE CA 92506
26 129496.45 3041.47 0.207453     100.000000 SACRAMENTO CA 95819
27 323261.68 5863.98 0.211824       SCOTTSDALE AZ 85262
28 91613.89 5693.41 0.397869       CHICAGO IL 60614
29 504538.27 7097.82 0.378217       PIEDMONT CA 94611
30 128139.50 4097.66 0.289145     100.000000 GILBERT AZ 85296
31 181097.53 6528.56 0.305370       PLEASANTON CA 94566
32 1076577.50 12673.00 0.273282     100.000000 LOS GATOS CA 95033
33 1039630.80 4651.44 0.320545     100.000000 DAVIS CA 95618
34 414024.94 31178.97 0.428598     100.000000 SAN JOSE CA 95124
35 364093.73 4239.94 0.188644       HOLLYWOOD FL 33312
36 268492.16 5046.08 0.410540     100.000000 DALLAS TX 75205
37 454272.66 7505.55 0.453450     100.000000 FRISCO TX 75034
38 646956.57 6390.39 0.402101     100.000000 SAN FRANCISCO CA 94115
39 245927.71 6470.21 0.432303       SAN FRANCISCO CA 94131
40 196327.47 6286.14 0.359208       CARMEL CA 93923
41 193210.05 8780.92 0.247615     100.000000 AUSTIN TX 78703
42 105068.80 4026.85 0.368900     100.000000 BELLEVUE WA 98004
43 896215.94 14039.73 0.072865     100.000000 HOUSTON TX 77005
44 134985.01 8731.44 0.388064     100.000000 AUSTIN TX 78746
45 287492.48 13415.52 0.425336     100.000000 SAN FRANCISCO CA 94131
46 171546.23 6339.33 0.308545     100.000000 DALLAS TX 75225
47 240605.28 4460.26 0.205858       WILMETTE IL 60091
48 121916.71 7266.58 0.199364       TORRANCE CA 90505
49 65911.83 7705.06 0.361778     100.000000 BOCA RATON FL 33496
50 189527.18 5149.26 0.152315       DELRAY BEACH FL 33483
51 2986935.70 7456.87 0.447412     100.000000 MONTE SERENO CA 95030
52 96390.33 5119.05 0.228699       ROCKLIN CA 95765
53 403876.63 10547.28 0.268813       GREENBRAE CA 94904
54 611190.06 7037.38 0.300717       CUPERTINO CA 95014
55 196009.22 9643.08 0.389337     100.000000 DALLAS TX 75214
56 219672.81 5854.30 0.274364     100.000000 MORAGA CA 94556
57 33313.07 5262.16 0.251781       SAN FRANCISCO CA 94110
58 93965.40 3361.73 0.366559       SAN DIEGO CA 92130
59 365374.94 3274.61 0.270587     100.000000 CHARLESTON SC 29403
60 211787.51 10621.60 0.217706       NEWCASTLE WA 98056
61 414457.79 6356.15 0.108123       NEWPORT BEACH CA 92660
62 598354.90 10804.02 0.134610       ARLINGTON VA 22207
63 75551.56 4117.86 0.233693     100.000000 BROOKLINE MA 02467
64 177008.12 6644.68 0.330187       REDONDO BEACH CA 92128
65 38842.96 4356.90 0.405293       SANTA CLARA CA 95051
66 318020.83 10655.11 0.354091       CHARLESTOWN MA 02129
67 4955859.05 5310.99 0.174608       CALABASAS CA 91302
68 256181.20 4732.73 0.312048     100.000000 AUSTIN TX 78746
69 89446.87 5527.53 0.315994       CHINO HILLS CA 91709
70 182595.86 4874.08 0.259951       WILMETTE IL 60091
71 194561.09 8304.09 0.319798     100.000000 LOS ANGELES CA 90027
72 755416.06 4309.51 0.136946       SARATOGA CA 95070
73 76403.67 7560.46 0.292164     97.530700 BROOKLYN NY 11238
74 561036.62 5085.41 0.277386     100.000000 SAN JOSE CA 95120
75 46031.82 5405.02 0.282001       PALO ALTO CA 94301
76 103194.98 3320.68 0.265654     100.000000 CHICAGO IL 60657
77 302198.98 11733.94 0.349927     100.000000 SHORT HILLS NJ 07078
78 425815.41 6850.10 0.170542       CARLSBAD CA 92008
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377 1074558.23 5264.85 0.196267       ARLINGTON VA 22207
378 242622.42 9628.72 0.187656       NEWTON PA 18940
379 465650.20 9111.85 0.331793       BURLINGAME CA 94010
380 151923.83 7640.04 0.366722       COS COB CT 06807
381 508339.75 11830.99 0.247850       ENCINO CA 91436
382 60082.94 4601.81 0.291315       ARLINGTON VA 22201
383 254488.03 4618.10 0.277086       ORINDA CA 94563
384 1116683.96 13412.01 0.031960       HINSDALE IL 60521
385 91423.64 5727.46 0.392740       SAN FRANCISCO CA 94114
386 246279.63 7974.51 0.097341     100.000000 OSTERVILLE MA 02655
387 133606.71 6872.44 0.085047       LITTLETON CO 80127
388 342333.40 11002.86 0.366762       STEAMBOAT SPRINGS CO 80487
389 189210.83 14859.47 0.301681     100.000000 TEMECULA CA 92591
390 391850.33 6536.89 0.326395     100.000000 CLAREMONT CA 91711
391 39610.32 3193.82 0.273991       HAYMARKET VA 20169
392 65820.27 3425.11 0.352354       PALO ALTO CA 94303
393 249110.66 6898.53 0.413912     100.000000 BRONXVILLE NY 10708
394 57889.90 8038.50 0.196061       RIVERSIDE CA 92506
395 259976.26 3364.58 0.373971       LINCOLN CA 95648
396 2524155.72 6150.49 0.326635     100.000000 IRVING TX 75038
397 78540.48 5251.97 0.260437       HINSDALE IL 60521
398 79188.95 4462.83 0.404181       HOUSTON TX 77096
399 149742.38 5593.90 0.227050     100.000000 FALLS CHURCH VA 22043
400 347438.90 4345.41 0.230787       SAN JOSE CA 95125
401 128201.95 8285.81 0.462464       SUNNYVALE CA 94087
402 48277.67 8958.04 0.360362     100.000000 HENDERSON NV 89052
403 1024218.57 8971.69 0.400028       SACRAMENTO CA 95864
404 124824.13 4469.80 0.242828       SEATTLE WA 98105
405 131726.43 7315.22 0.325121     100.000000 NEW YORK NY 10036
406 420956.78 8322.09 0.255514       BETHESDA MD 20817
407 78670.84 11104.65 0.301507     91.566400 OCALA FL 34482
408 55218.92 6835.39 0.366921     100.000000 WEST LINN OR 97068
409 226025.25 5301.05 0.250380       NEWTON MA 02459
410 1293089.27 4088.33 0.455572     100.000000 LOS GATOS CA 95032
411 65743.39 5631.31 0.278592       KANSAS CITY MO 64110
412 27315.25 4598.86 0.397622       ALAMO CA 94507
413 200838.08 7322.51 0.199241       SAN FRANCISCO CA 94123
414 1424500.24 7545.36 0.371879       CALABASAS CA 91302
415 70388.03 8064.83 0.269350     79.970500 NEWTON MA 02468
416 50665.10 4431.22 0.219390     100.000000 BETHESDA MD 20816
417 363033.74 15878.98 0.423462     100.000000 EDINA MN 55424
418 350835.71 6596.63 0.473172       LOS ALTOS CA 94024
419 61441.09 6043.25 0.362595       Short Hills NJ 07078
420 229681.69 4834.74 0.284178       BROOKLINE MA 02445
421 271761.83 6797.09 0.327361       MIAMI BEACH FL 33140
422 1936961.28 13691.87 0.442055       KENSINGTON CA 94708
423 836449.51 8969.32 0.295692       DALLAS TX 75230
424 62357.09 4362.77 0.317585       HOUSTON TX 77019
425 266470.53 3539.06 0.396301       OKATIE SC 29909
426 565637.72 6111.11 0.225641       FALLS CHURCH VA 22046
427 85755.16 7773.00 0.266503       CHICAGO IL 60654
428 250006.86 3868.59 0.374802     100.000000 FOUNTAIN HILLS AZ 85268
429 113469.01 6732.79 0.146182       ATLANTA GA 30305
430 103070.41 3363.76 0.218954       SAMMAMISH WA 98075
431 226293.85 5218.48 0.371565       MANHATTAN BEACH CA 90266
432 70958.02 5287.81 0.319263       PACLFIC PALLSADES CA 90272
433 85567.14 6561.08 0.302981       PROSPER TX 75078
434 8374979.41 10819.05 0.432762     100.000000 DALLAS TX 75205
435 70706.85 4919.74 0.207379       ALAMO CA 94507
436 502089.92 6329.80 0.310833       NEW YORK NY 10024
437 49061.76 6246.13 0.177830       GLENCOE IL 60022
438 229842.00 10424.92 0.350845       MENLO PARK CA 94025
439 28254.97 3404.21 0.241828       MERCER ISLAND WA 98040
440 158334.61 11300.95 0.245419       ANNANDALE VA 22003
441 290512.00 6114.27 0.419264       SCARSDALE NY 10583
442 1556172.07 8650.63 0.226257       CHARLOTTE NC 28207
443 74109.87 4973.00 0.212053       SAN DIEGO CA 92106
444 92289.63 5890.23 0.400571       HOUSTON TX 77025
445 2404980.76 5546.37 0.367826       DALLAS TX 75230
446 47835.03 14470.34 0.401954       GREENSBORO NC 27455
447 109056.63 12004.40 0.354930       OAK BROOK IL 60523
448 1190712.36 12909.87 0.249688       SAN RAMON CA 94583
449 82350.48 5700.33 0.228013       COLUMBIA SC 29205
450 179452.20 6077.37 0.364657       DALLAS TX 75225
451 677129.09 6645.00 0.183512       DALLAS TX 75230
452 105226.07 4373.01 0.388712       SAN RAFAEL CA 94903
453 668733.63 10631.68 0.249215       BOULDER CO 80302
454 225239.06 8208.47 0.362816       UNIVERSITY PARK TX 75225
455 1801466.02 6948.64 0.415636     100.000000 HOUSTON TX 77056
456 269866.31 8843.39 0.208505     100.000000 NEEDHAM MA 02494
457 531246.64 4663.68 0.167049       CORONADO CA 92118
458 588063.34 6573.86 0.376920       BERKELEY CA 94707
459 226942.77 7150.91 0.262341     100.000000 MCLEAN VA 22101
460 3607671.61 4847.44 0.214884       NEW YORK NY 10016
461 425431.55 4308.22 0.192375     100.000000 SCOTTSDALE AZ 85262
462 250425.45 10550.93 0.333693       MCCALL ID 83638
463 121097.63 7778.30 0.448748       BROADLANDS VA 20148
464 152888.02 4698.60 0.386017       MANCHESTER MA 01944
465 829037.96 6577.73 0.192307       SANTA MONICA CA 90405
466 408023.86 5188.79 0.322989       SAN FRANCISCO CA 94115
467 40906.23 6718.91 0.367319       LIGHTHOUSE POINT FL 33064
468 143890.81 5757.38 0.383770       DOVER MA 02030
469 50076.67 5549.04 0.364330       SHORT HILLS NJ 07078
470 75926.93 14152.49 0.439469       BURR RIDGE IL 60527
471 119711.41 4790.80 0.117138       MORGAN UT 84050
472 789541.96 3661.60 0.252524       SEATTLE WA 98115
473 240884.56 3573.07 0.329831       PARADISE VALLEY AZ 85253
474 180755.73 5879.91 0.343720       SOLANA BEACH CA 92075
475 26697.08 6338.96 0.253314       ACTON MA 01720
476 101415.18 4276.69 0.298621       ANNAPOLIS MD 21405
477 580300.92 3318.14 0.352151       LAFAYETTE CO 80026
478 106423.91 5449.55 0.304161       SAN ANSELMO CA 94960
479 192939.25 4138.42 0.217028       BETHESDA MD 20816
480 89066.85 4456.75 0.380937     100.000000 LAS VEGAS NV 89134
481 663062.71 6217.63 0.224284       LOS ALTOS CA 94024
482 119768.04 5055.27 0.111864       Charlotte NC 28207
483 2034247.83 16254.10 0.424456       WASHIGTON DC 20015
484 129173.14 3989.21 0.360786       ATLANTA GA 30327
485 712216.99 8376.53 0.266789       GREAT FALLS VA 22066
486 129853.28 6809.15 0.287306     100.000000 CHICAGO IL 60647
487 120806.71 10878.78 0.350653     100.000000 NEWTON MA 02466
488 2199090.84 8798.16 0.274891       NEWBURGH IN 47630
489 203064.68 4260.79 0.147290       SALT LAKE CITY UT 84108
490 99220.37 6686.93 0.341134       SAN JOSE CA 95132
491 873291.70 7183.31 0.137160       NEEDHAM MA 02492
492 40923.23 4876.07 0.316365       SAN RAMON CA 94582
493 961346.74 6745.51 0.392965       RIVERSIDE CT 06878
494 67577.87 6510.83 0.347244       WASHINGTON DC 20016
495 42319.79 6475.99 0.272882       SUDBURY MA 01776
496 156004.83 4562.69 0.477611       AUSTIN TX 78704
497 184434.07 8146.34 0.163963       SENECA SC 29672
498 151544.91 8447.99 0.325842       LOS ANGELES CA 91316
499 194501.44 4994.78 0.128454       CHEVY CHASE MD 20815
500 272894.83 8617.18 0.376554       LEXINGTON MA 02421
501 63953.64 4833.25 0.308505       NASHVILLE TN 37221
502 143991.45 7135.22 0.418349       DALLAS TX 75214
503 79696.53 5348.33 0.428861       BOCA RATON FL 33431
504 185622.46 11269.43 0.310231       ENCINITAS CA 92024
505 297968.43 6657.97 0.357401       MARVIN NC 28173
506 180774.10 13288.03 0.309669       GLENVIEW IL 60025
507 714129.00 2376.85 0.214002       SAN FRANCISCO CA 94123
508 280054.74 4906.11 0.276384     100.000000 OAKTON VA 22124
509 89135.12 5611.09 0.336665       DOVER MA 02030
510 121820.27 11704.55 0.263198       SOUTH DENNIS MA 02660
511 39061.91 5135.55 0.126630       ALEXANDRIA VA 22307
512 546297.40 5046.88 0.482190       WASHINGTON DC 20011
513 84526.10 6918.72 0.154830       ARLINGTON VA 22205
514 353634.07 17500.28 0.387374       WAYZATA MN 55391
515 300791.55 6040.01 0.369938       BARRINGTON IL 60010
516 84557.80 5518.43 0.294316     100.000000 NEEDHAM MA 02494
517 82606.26 6541.56 0.379129       VIENNA VA 22180
518 315891.96 6153.36 0.419432       SCITUATE MA 02066
519 433383.17 11389.69 0.239239       NEWTON MA 02468
520 342468.80 5176.93 0.177499       SUDBURY MA 01776
521 168513.06 8676.10 0.352598       HINGHAM MA 02043
522 75441.35 8903.09 0.406751       SAN FRANCISCO CA 94118
523 105971.60 8222.22 0.223430       HALF MOON BAY CA 94019
524 2992702.22 16822.76 0.151944       EL PASO TX 79902
525 409564.27 5338.31 0.229546       ENCINO CA 91436
526 38783.08 7505.46 0.275080       st louis MO 63119
527 284354.94 11598.93 0.400258     100.000000 LAKE FOREST IL 60045
528 147750.37 5817.30 0.349038       Weston CT 06883
529 39763.42 5316.69 0.255201       SANTA MONICA CA 90405
530 237561.16 4717.18 0.321278       NORTH ATTLEBORO MA 02760
531 173226.05 7637.93 0.292828       RYE NY 10580
532 227946.21 5583.86 0.268025       Mamaroneck NY 10543
533 2720823.75 13983.25 0.434682       WESTPORT CT 06880
534 612002.75 6327.68 0.374397       Seattle WA 98040
535 86678.78 5780.44 0.135322       SCOTTSDALE AZ 85266
536 103994.17 6516.21 0.312778       SEATTLE WA 98112
537 380122.80 7181.62 0.368452       GRANBURY TX 76049
538 5285013.06 7053.09 0.304647       WESTPORT CT 06880
539 240880.10 9370.06 0.170435       Severna Park MD 21146
540 71053.33 5676.00 0.245964       Los Gatos CA 95032
541 202089.73 14190.70 0.171601       HOUSTON TX 77025
542 181194.21 10716.09 0.356160       HIGHLAND MD 20777
543 164850.89 8685.52 0.363620       ARLINGTON VA 22205
544 255857.36 9695.69 0.365462     100.000000 MONTAUK NY 11954
545 144505.66 8775.67 0.265594       NAPLES FL 34102
546 750214.06 29241.30 0.265497       EVANSTON IL 60201
547 340126.54 8824.96 0.152834       NAPERVILLE IL 60563
548 277857.92 5252.37 0.410334       MAITLAND FL 32751
549 8708199.44 8003.38 0.213571     100.000000 LONG BEACH CA 90803
550 79838.49 5903.71 0.312710       CAMARILLO CA 93010
551 64381.32 3592.11 0.256579       SALT LAKE CITY UT 84102
552 455729.85 7039.82 0.302170     100.000000 CAMARILLO CA 93012
553 188276.22 6230.38 0.380776     100.000000 HOUSTON TX 77005
554 23932.47 5274.09 0.423486       CORONADO CA 92118
555 101248.71 6582.88 0.440150       MOORPARK CA 93021
556 204633.10 7691.01 0.145880       TAHOE CITY CA 96145
557 240369.26 5269.03 0.387304       STEVENSON RANCH CA 91381
558 489618.27 5812.03 0.168315       HUNTINGTON BEACH CA 92648
559 66605.62 4440.80 0.418669       LOS ANGELES CA 90019
560 1407087.67 5496.61 0.182847       WALNUT CREEK CA 94596
561 167516.30 13261.10 0.381667     100.000000 COVINA CA 91724
562 85813.40 8870.97 0.127410       HOUSTON TX 77024
563 323833.91 4182.10 0.244806       HIGHLANDS RANCH CO 80126
564 63920.55 7053.39 0.431840       SHERMAN OAKS CA 91403
565 125861.64 4534.80 0.434293       SAN CLEMENTE CA 92673
566 113946.00 6048.32 0.335541       SACRAMENTO CA 95816
567 435084.53 3274.48 0.200511       LAS VEGAS NV 89128
568 100494.53 11381.97 0.235328       ST. LOUIS MO 63124
569 1011389.25 6173.34 0.236560       Poway CA 92064
570 63085.08 5025.37 0.299051       MILPITAS CA 95035
571 75482.47 3325.37 0.247397       CARMEL CA 93923
572 359044.27 6093.36 0.425566       MILL VALLEY CA 94941
573 953178.14 7578.35 0.346011     100.000000 SAN FRANCISCO CA 94127

 

  123 124 125 126 127 128 129 130 131 132
  Property Type Occupancy Sales Price

Original Appraised

Property Value

Original Property

Valuation Type

Original Property

Valuation Date

Original Automated

Valuation Model

(AVM) Model Name

Original AVM

Confidence Score

Most Recent

Property Value2

Most Recent

Property Valuation

Type

1 1 1   960000.00 3 20130211        
2 1 1 2125000.00 2125000.00 3 20130323        
3 1 1 1000000.00 1080000.00 3 20130308        
4 1 1   1800000.00 3 20130318        
5 1 1   820000.00 3 20130314        
6 1 1 830000.00 830000.00 3 20130320        
7 1 1 1200000.00 1200000.00 3 20130318        
8 7 1 785000.00 785000.00 3 20130314        
9 1 2 2000000.00 2000000.00 3 20130319        
10 1 1 1203500.00 1203500.00 3 20130321        
11 1 1 1000000.00 1000000.00 3 20130315        
12 1 1   843000.00 3 20130318        
13 1 1   1400000.00 3 20130318        
14 7 1   680000.00 3 20121228        
15 7 1 2574861.00 2575000.00 3 20130303        
16 7 1 1778000.00 1780000.00 3 20130315        
17 1 2 839000.00 839000.00 3 20130313        
18 7 2 657000.00 658000.00 3 20130227        
19 1 1   1550000.00 3 20130314        
20 1 1 820000.00 820000.00 3 20130322        
21 7 1 985000.00 985000.00 3 20130305        
22 1 1   1050000.00 3 20130313        
23 1 1   915000.00 3 20130107        
24 1 1 850000.00 815000.00 3 20130315        
25 1 1 1150000.00 1150000.00 3 20130306        
26 1 1 675000.00 675000.00 3 20130318        
27 7 1   980000.00 3 20130322        
28 1 1   1300000.00 3 20130308        
29 1 1   1700000.00 3 20130305        
30 7 1 550000.00 545000.00 3 20130308        
31 1 1   1400000.00 3 20130215        
32 1 1 1758000.00 1760000.00 3 20130318        
33 1 1 875000.00 880000.00 3 20130305        
34 1 1 1600000.00 1600000.00 3 20130313        
35 7 1   750000.00 3 20130218        
36 1 1 775000.00 775000.00 3 20130320        
37 1 1 860000.00 900000.00 3 20130308        
38 3 1 990000.00 995000.00 3 20130311        
39 1 1   1520000.00 3 20130301        
40 1 1   850000.00 3 20130212        
41 1 1 1625000.00 1635000.00 3 20130319        
42 1 1 830000.00 830000.00 3 20130304        
43 1 1 2475000.00 2500000.00 3 20130305        
44 1 1 1180000.00 1195000.00 3 20130318        
45 1 1 1250000.00 1250000.00 3 20130228        
46 1 1 1090000.00 1100000.00 3 20130320        
47 1 1   753000.00 3 20130215        
48 1 1   1100000.00 3 20130307        
49 7 1 875000.00 875000.00 3 20130302        
50 1 1   1225000.00 3 20130319        
51 1 1 1730000.00 1730000.00 3 20130227        
52 7 1   778000.00 3 20130313        
53 1 1   1950000.00 3 20130321        
54 1 1   1540000.00 3 20130304        
55 1 1 780000.00 790000.00 3 20130311        
56 1 1 949000.00 970000.00 3 20130308        
57 1 1   900000.00 3 20130227        
58 7 1   890000.00 3 20130307        
59 7 1 655000.00 700000.00 3 20130226        
60 7 1   1100000.00 3 20130210        
61 7 1   1550000.00 3 20130307        
62 1 1   2200000.00 3 20130312        
63 1 1 825000.00 835000.00 3 20130227        
64 1 1   1500000.00 3 20130308        
65 1 1   1040000.00 3 20130313        
66 3 1   830000.00 3 20130307        
67 7 1   2025000.00 3 20130304        
68 1 1 830000.00 830000.00 3 20130318        
69 7 1   828000.00 3 20130224        
70 1 1   905000.00 3 20130307        
71 1 1 1250000.00 1260000.00 3 20130222        
72 1 1   1295000.00 3 20130227        
73 12 1 1287000.00 2130000.00 3 20130222        
74 1 1 1128000.00 1130000.00 3 20130306        
75 1 1   1300000.00 3 20130225        
76 12 1 570000.00 570000.00 3 20130312        
77 1 1 1250000.00 1250000.00 3 20130225        
78 1 1   1125000.00 3 20130221        
79 1 1   1750000.00 3 20130301        
80 7 1   2350000.00 3 20130306        
81 12 1 1135000.00 1135000.00 3 20130304        
82 1 1   1260000.00 3 20130227        
83 12 1   1053312.00 3 20130312        
84 1 1 960000.00 968000.00 3 20130307        
85 1 1 2001000.00 2000000.00 3 20130227        
86 1 1   830000.00 3 20130318        
87 8 1   1150000.00 3 20130306        
88 1 1   975000.00 3 20130128        
89 1 1   990000.00 3 20130226        
90 1 1   1565000.00 3 20130325        
91 1 1   1580000.00 3 20130306        
92 7 1 890000.00 890000.00 3 20130226        
93 1 1 2390000.00 2395000.00 3 20130315        
94 1 1   2500000.00 3 20130211        
95 1 1   1200000.00 3 20130209        
96 1 1   1300000.00 3 20130308        
97 1 1   735000.00 3 20130211        
98 7 1 605000.00 640000.00 3 20130313        
99 1 1 676000.00 676000.00 3 20130228        
100 1 1 1525000.00 1525000.00 3 20130309        
101 1 1 1690000.00 1695000.00 3 20130303        
102 1 1   1270000.00 3 20130319        
103 1 1   1465000.00 3 20130307        
104 1 1 812575.00 813000.00 3 20130319        
105 1 1 1135000.00 1135000.00 3 20130308        
106 7 1 618700.00 620000.00 3 20130216        
107 1 1 847000.00 850000.00 3 20130207        
108 1 1 865000.00 865000.00 3 20130208        
109 1 1   817500.00 3 20130312        
110 7 1   900000.00 3 20130226        
111 1 1   1431000.00 3 20130304        
112 13 1   2550000.00 3 20130219        
113 1 1   960000.00 3 20130313        
114 1 1   1475000.00 3 20130304        
115 1 1 1095000.00 1095000.00 3 20130221        
116 7 1 960000.00 960000.00 3 20130305        
117 1 1   940000.00 3 20130305        
118 1 1 600000.00 630000.00 3 20130313        
119 7 1 945000.00 950000.00 3 20130306        
120 7 1 970618.00 975000.00 3 20130311        
121 1 1   1100000.00 3 20130306        
122 7 1   1050000.00 3 20130301        
123 1 1   1950000.00 3 20130302        
124 1 1   1475000.00 3 20130301        
125 7 1   1100000.00 3 20130312        
126 7 1   910000.00 3 20130226        
127 1 1   900000.00 3 20130217        
128 7 1   1560000.00 3 20130311        
129 7 1   915000.00 3 20130306        
130 1 1   1500000.00 3 20130304        
131 1 1   2075000.00 3 20121207        
132 1 1   1110000.00 3 20130302        
133 7 1 570000.00 575000.00 3 20130222        
134 1 1   845000.00 3 20130212        
135 1 1 1005000.00 1010000.00 3 20130305        
136 7 1   1040000.00 3 20130306        
137 7 1 790000.00 790000.00 3 20130226        
138 1 1 780000.00 780000.00 3 20130225        
139 1 1   1160000.00 3 20130221        
140 13 1   2600000.00 3 20130226        
141 7 1   1600000.00 3 20130208        
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147 7 1 760000.00 760000.00 3 20130305        
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149 7 1   1220000.00 3 20130218        
150 1 1   940000.00 3 20130128        
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152 1 1 1875000.00 1875000.00 3 20130304        
153 7 1 745000.00 755000.00 3 20130205        
154 1 1   700000.00 3 20130215        
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156 3 1   890000.00 3 20130301        
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160 7 1   750000.00 3 20130219        
161 7 1   1050000.00 3 20130308        
162 7 1   860000.00 3 20130125        
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164 3 2 880000.00 900000.00 3 20130221        
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215 1 1   1750000.00 3 20130129        
216 1 1   1129000.00 3 20130304        
217 7 1   925000.00 3 20130223        
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253 7 1   1900000.00 3 20130103        
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290 7 1 762300.00 785000.00 3 20130304        
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295 1 1   593000.00 3 20130220        
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428 1 1 800000.00 800000.00 3 20130125        
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431 1 1   1175000.00 3 20130227        
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494 1 1   1975000.00 3 20130119        
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511 1 1   1100000.00 3 20121226        
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515 1 1   1700000.00 3 20130111        
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517 1 1   910000.00 3 20121213        
518 13 1   1360000.00 3 20121126        
519 1 1   1575000.00 3 20130201        
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521 1 1   900000.00 3 20121206        
522 12 1   2300000.00 3 20121126        
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530 1 1   775000.00 3 20130124        
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532 1 1   915000.00 3 20121226        
533 1 1   2350000.00 3 20130118        
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535 1 1   1025000.00 3 20130122        
536 1 1   1202000.00 3 20130225        
537 1 1   975000.00 3 20130118        
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539 7 1   1229000.00 3 20121119        
540 1 1   1740000.00 3 20121130        
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542 7 1   1025000.00 3 20121213        
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544 1 2 950000.00 950000.00 3 20121210        
545 1 1   950000.00 3 20121015        
546 1 1   2470000.00 3 20121229        
547 7 1   1650000.00 3 20121107        
548 1 1   975000.00 3 20130305        
549 7 1 1700000.00 1700000.00 3 20130306        
550 7 1   1100000.00 3 20130227        
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552 7 1 1160000.00 1160000.00 3 20130215        
553 1 1 770000.00 789000.00 3 20130223        
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555 7 1   1220000.00 3 20130221        
556 7 2   890000.00 3 20130221        
557 7 1   890000.00 3 20130131        
558 1 1   1000000.00 3 20130301        
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560 7 1   1400000.00 3 20130205        
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562 7 1   1192000.00 3 20130125        
563 7 1   865000.00 3 20130211        
564 1 1   1120000.00 3 20130128        
565 7 1   1035500.00 3 20130110        
566 1 1   1150000.00 3 20121220        
567 7 1   792000.00 3 20121208        
568 7 1   1500000.00 3 20121116        
569 1 1   1334000.00 3 20130204        
570 1 1   1040000.00 3 20130222        
571 1 1   650000.00 3 20130108        
572 1 1   1750000.00 3 20130117        
573 1 1 1700000.00 1645000.00 3 20130122        

 

  133 134 135 136 137 138 139 140 141 142
 

Most Recent

Property Valuation

Date

Most Recent AVM

Model Name

Most Recent AVM

Confidence Score

Original CLTV Original LTV

Original Pledged

Assets

Mortgage Insurance

Company Name

Mortgage Insurance

Percent

MI: Lender or

Borrower Paid?

Pool Insurance Co.

Name

1       0.637500 0.637500 0 0 0    
2       0.529400 0.529400 0 0 0    
3       0.800000 0.800000 0 0 0    
4       0.550000 0.550000 0 0 0    
5       0.747800 0.747800 0 0 0    
6       0.800000 0.800000 0 0 0    
7       0.700000 0.700000 0 0 0    
8       0.800000 0.800000 0 0 0    
9       0.500000 0.500000 0 0 0    
10       0.749400 0.749400 0 0 0    
11       0.700000 0.700000 0 0 0    
12       0.731300 0.731300 0 0 0    
13       0.678500 0.678500 0 0 0    
14       0.800000 0.800000 0 0 0    
15       0.700000 0.700000 0 0 0    
16       0.493800 0.493800 0 0 0    
17       0.750000 0.750000 0 0 0    
18       0.750000 0.750000 0 0 0    
19       0.645100 0.645100 0 0 0    
20       0.800000 0.800000 0 0 0    
21       0.750000 0.750000 0 0 0    
22       0.514200 0.514200 0 0 0    
23       0.800000 0.800000 0 0 0    
24       0.800000 0.800000 0 0 0    
25       0.750000 0.750000 0 0 0    
26       0.800000 0.800000 0 0 0    
27       0.640800 0.640800 0 0 0    
28       0.611500 0.611500 0 0 0    
29       0.411700 0.411700 0 0 0    
30       0.800000 0.800000 0 0 0    
31       0.696000 0.696000 0 0 0    
32       0.750000 0.750000 0 0 0    
33       0.800000 0.800000 0 0 0    
34       0.750000 0.750000 0 0 0    
35       0.717300 0.717300 0 0 0    
36       0.696700 0.696700 0 0 0    
37       0.800000 0.800000 0 0 0    
38       0.696900 0.696900 0 0 0    
39       0.683200 0.625600 0 0 0    
40       0.782300 0.782300 0 0 0    
41       0.750000 0.750000 0 0 0    
42       0.800000 0.800000 0 0 0    
43       0.700000 0.700000 0 0 0    
44       0.800000 0.800000 0 0 0    
45       0.750000 0.750000 0 0 0    
46       0.800000 0.800000 0 0 0    
47       0.770200 0.770200 0 0 0    
48       0.695800 0.604500 0 0 0    
49       0.750000 0.750000 0 0 0    
50       0.530600 0.530600 0 0 0    
51       0.693600 0.693600 0 0 0    
52       0.719700 0.719700 0 0 0    
53       0.769200 0.769200 0 0 0    
54       0.649300 0.649300 0 0 0    
55       0.800000 0.800000 0 0 0    
56       0.800000 0.800000 0 0 0    
57       0.772200 0.772200 0 0 0    
58       0.650000 0.650000 0 0 0    
59       0.800000 0.800000 0 0 0    
60       0.772700 0.772700 0 0 0    
61       0.576100 0.414800 0 0 0    
62       0.681800 0.681800 0 0 0    
63       0.800000 0.800000 0 0 0    
64       0.553300 0.553300 0 0 0    
65       0.682600 0.682600 0 0 0    
66       0.709300 0.709300 0 0 0    
67       0.471900 0.328700 0 0 0    
68       0.800000 0.800000 0 0 0    
69       0.695600 0.635200 0 0 0    
70       0.709700 0.709700 0 0 0    
71       0.800000 0.800000 0 0 0    
72       0.540500 0.540500 0 0 0    
73       0.749800 0.749800 0 0 0    
74       0.750000 0.750000 0 0 0    
75       0.557600 0.557600 0 0 0    
76       0.800000 0.800000 0 0 0    
77       0.799900 0.799900 0 0 0    
78       0.612400 0.612400 0 0 0    
79       0.440500 0.440500 0 0 0    
80       0.361700 0.361700 0 0 0    
81       0.800000 0.800000 0 0 0    
82       0.529300 0.529300 0 0 0    
83       0.799900 0.799900 0 0 0    
84       0.734300 0.734300 0 0 0    
85       0.750000 0.750000 0 0 0    
86       0.727700 0.727700 0 0 0    
87       0.578200 0.578200 0 0 0    
88       0.625600 0.625600 0 0 0    
89       0.674700 0.674700 0 0 0    
90       0.595500 0.595500 0 0 0    
91       0.554400 0.438200 0 0 0    
92       0.797700 0.797700 0 0 0    
93       0.601200 0.601200 0 0 0    
94       0.550800 0.350800 0 0 0    
95       0.541600 0.541600 0 0 0    
96       0.682300 0.682300 0 0 0    
97       0.737400 0.737400 0 0 0    
98       0.800000 0.800000 0 0 0    
99       0.800000 0.800000 0 0 0    
100       0.557300 0.557300 0 0 0    
101       0.591700 0.591700 0 0 0    
102       0.557400 0.557400 0 0 0    
103       0.682500 0.682500 0 0 0    
104       0.800000 0.800000 0 0 0    
105       0.800000 0.800000 0 0 0    
106       0.795200 0.795200 0 0 0    
107       0.800000 0.800000 0 0 0    
108       0.800000 0.800000 0 0 0    
109       0.538200 0.538200 0 0 0    
110       0.798800 0.798800 0 0 0    
111       0.598100 0.598100 0 0 0    
112       0.565400 0.565400 0 0 0    
113       0.784800 0.784800 0 0 0    
114       0.677900 0.677900 0 0 0    
115       0.800000 0.800000 0 0 0    
116       0.800000 0.800000 0 0 0    
117       0.753900 0.707400 0 0 0    
118       0.800000 0.800000 0 0 0    
119       0.800000 0.800000 0 0 0    
120       0.799900 0.799900 0 0 0    
121       0.672700 0.672700 0 0 0    
122       0.725700 0.725700 0 0 0    
123       0.352800 0.352800 0 0 0    
124       0.603300 0.603300 0 0 0    
125       0.800000 0.800000 0 0 0    
126       0.790100 0.790100 0 0 0    
127       0.614400 0.614400 0 0 0    
128       0.594200 0.594200 0 0 0    
129       0.737700 0.737700 0 0 0    
130       0.440000 0.440000 0 0 0    
131       0.722800 0.722800 0 0 0    
132       0.737800 0.737800 0 0 0    
133       0.800000 0.800000 0 0 0    
134       0.700000 0.700000 0 0 0    
135       0.800000 0.800000 0 0 0    
136       0.800000 0.800000 0 0 0    
137       0.800000 0.800000 0 0 0    
138       0.800000 0.800000 0 0 0    
139       0.556800 0.556800 0 0 0    
140       0.319200 0.319200 0 0 0    
141       0.600000 0.475000 0 0 0    
142       0.589300 0.589300 0 0 0    
143       0.650000 0.650000 0 0 0    
144       0.749400 0.749400 0 0 0    
145       0.544700 0.544700 0 0 0    
146       0.505700 0.445700 0 0 0    
147       0.800000 0.800000 0 0 0    
148       0.794500 0.794500 0 0 0    
149       0.672500 0.590500 0 0 0    
150       0.781900 0.781900 0 0 0    
151       0.278300 0.278300 0 0 0    
152       0.667700 0.667700 0 0 0    
153       0.800000 0.800000 0 0 0    
154       0.707500 0.707500 0 0 0    
155       0.456500 0.456500 0 0 0    
156       0.800000 0.800000 0 0 0    
157       0.644800 0.644800 0 0 0    
158       0.800000 0.800000 0 0 0    
159       0.595400 0.595400 0 0 0    
160       0.799800 0.799800 0 0 0    
161       0.631500 0.631500 0 0 0    
162       0.552300 0.552300 0 0 0    
163       0.800000 0.800000 0 0 0    
164       0.568100 0.568100 0 0 0    
165       0.749900 0.749900 0 0 0    
166       0.647200 0.647200 0 0 0    
167       0.750000 0.750000 0 0 0    
168       0.773800 0.773800 0 0 0    
169       0.800000 0.800000 0 0 0    
170       0.514900 0.514900 0 0 0    
171       0.800000 0.800000 0 0 0    
172       0.784000 0.729800 0 0 0    
173       0.800000 0.800000 0 0 0    
174       0.696000 0.696000 0 0 0    
175       0.553500 0.553500 0 0 0    
176       0.576900 0.576900 0 0 0    
177       0.700000 0.700000 0 0 0    
178       0.800000 0.800000 0 0 0    
179       0.800000 0.800000 0 0 0    
180       0.734300 0.734300 0 0 0    
181       0.486400 0.486400 0 0 0    
182       0.655000 0.655000 0 0 0    
183       0.799900 0.799900 0 0 0    
184       0.665000 0.665000 0 0 0    
185       0.800000 0.800000 0 0 0    
186       0.763000 0.763000 0 0 0    
187       0.694400 0.694400 0 0 0    
188       0.604300 0.604300 0 0 0    
189       0.800000 0.800000 0 0 0    
190       0.487800 0.487800 0 0 0    
191       0.749900 0.749900 0 0 0    
192       0.784000 0.784000 0 0 0    
193       0.489500 0.489500 0 0 0    
194       0.800000 0.800000 0 0 0    
195       0.691300 0.691300 0 0 0    
196       0.800000 0.800000 0 0 0    
197       0.750000 0.750000 0 0 0    
198       0.798200 0.798200 0 0 0    
199       0.750000 0.750000 0 0 0    
200       0.700000 0.700000 0 0 0    
201       0.800000 0.800000 0 0 0    
202       0.616900 0.616900 0 0 0    
203       0.654600 0.654600 0 0 0    
204       0.800000 0.800000 0 0 0    
205       0.700000 0.700000 0 0 0    
206       0.584900 0.584900 0 0 0    
207       0.375000 0.375000 0 0 0    
208       0.709600 0.709600 0 0 0    
209       0.676200 0.676200 0 0 0    
210       0.800000 0.800000 0 0 0    
211       0.750000 0.750000 0 0 0    
212       0.785300 0.785300 0 0 0    
213       0.800000 0.800000 0 0 0    
214       0.800000 0.800000 0 0 0    
215       0.485700 0.485700 0 0 0    
216       0.711400 0.609300 0 0 0    
217       0.685400 0.685400 0 0 0    
218       0.558100 0.558100 0 0 0    
219       0.660800 0.660800 0 0 0    
220       0.626900 0.626900 0 0 0    
221       0.800000 0.800000 0 0 0    
222       0.723300 0.723300 0 0 0    
223       0.800000 0.800000 0 0 0    
224       0.800000 0.800000 0 0 0    
225       0.800000 0.800000 0 0 0    
226       0.750000 0.750000 0 0 0    
227       0.750000 0.750000 0 0 0    
228       0.580300 0.580300 0 0 0    
229       0.623000 0.623000 0 0 0    
230       0.800000 0.800000 0 0 0    
231       0.716600 0.716600 0 0 0    
232       0.800000 0.800000 0 0 0    
233       0.800000 0.800000 0 0 0    
234       0.775500 0.775500 0 0 0    
235       0.800000 0.800000 0 0 0    
236       0.750000 0.750000 0 0 0    
237       0.747600 0.747600 0 0 0    
238       0.800000 0.800000 0 0 0    
239       0.800000 0.800000 0 0 0    
240       0.581000 0.581000 0 0 0    
241       0.800000 0.800000 0 0 0    
242       0.598900 0.383500 0 0 0    
243       0.800000 0.800000 0 0 0    
244       0.606300 0.606300 0 0 0    
245       0.677200 0.677200 0 0 0    
246       0.800000 0.800000 0 0 0    
247       0.479000 0.479000 0 0 0    
248       0.700000 0.700000 0 0 0    
249       0.777900 0.777900 0 0 0    
250       0.729500 0.729500 0 0 0    
251       0.750000 0.750000 0 0 0    
252       0.716600 0.651800 0 0 0    
253       0.636800 0.636800 0 0 0    
254       0.800000 0.800000 0 0 0    
255       0.711100 0.711100 0 0 0    
256       0.800000 0.800000 0 0 0    
257       0.660000 0.660000 0 0 0    
258       0.650000 0.571600 0 0 0    
259       0.800000 0.800000 0 0 0    
260       0.438100 0.286000 0 0 0    
261       0.750000 0.750000 0 0 0    
262       0.800000 0.800000 0 0 0    
263       0.750000 0.750000 0 0 0    
264       0.772200 0.772200 0 0 0    
265       0.800000 0.800000 0 0 0    
266       0.538400 0.396000 0 0 0    
267       0.777700 0.777700 0 0 0    
268       0.750000 0.750000 0 0 0    
269       0.644000 0.644000 0 0 0    
270       0.790100 0.716000 0 0 0    
271       0.768600 0.768600 0 0 0    
272       0.697300 0.697300 0 0 0    
273       0.410600 0.410600 0 0 0    
274       0.800000 0.800000 0 0 0    
275       0.372500 0.372500 0 0 0    
276       0.591600 0.591600 0 0 0    
277       0.635000 0.635000 0 0 0    
278       0.635900 0.635900 0 0 0    
279       0.799900 0.799900 0 0 0    
280       0.594000 0.594000 0 0 0    
281       0.800000 0.736700 0 0 0    
282       0.575800 0.575800 0 0 0    
283       0.799900 0.799900 0 0 0    
284       0.800000 0.800000 0 0 0    
285       0.426800 0.426800 0 0 0    
286       0.800000 0.800000 0 0 0    
287       0.800000 0.800000 0 0 0    
288       0.357300 0.357300 0 0 0    
289       0.614800 0.614800 0 0 0    
290       0.737600 0.737600 0 0 0    
291       0.692600 0.692600 0 0 0    
292       0.713600 0.713600 0 0 0    
293       0.569300 0.569300 0 0 0    
294       0.598500 0.598500 0 0 0    
295       0.787300 0.787300 0 0 0    
296       0.650000 0.650000 0 0 0    
297       0.724400 0.724400 0 0 0    
298       0.593800 0.593800 0 0 0    
299       0.412300 0.412300 0 0 0    
300       0.800000 0.800000 0 0 0    
301       0.625400 0.625400 0 0 0    
302       0.571600 0.571600 0 0 0    
303       0.312500 0.312500 0 0 0    
304       0.590900 0.590900 0 0 0    
305       0.750000 0.750000 0 0 0    
306       0.800000 0.800000 0 0 0    
307       0.800000 0.800000 0 0 0    
308       0.556000 0.556000 0 0 0    
309       0.712500 0.712500 0 0 0    
310       0.777200 0.777200 0 0 0    
311       0.800000 0.800000 0 0 0    
312       0.708500 0.708500 0 0 0    
313       0.517500 0.517500 0 0 0    
314       0.800000 0.800000 0 0 0    
315       0.615700 0.615700 0 0 0    
316       0.723900 0.723900 0 0 0    
317       0.349600 0.349600 0 0 0    
318       0.584700 0.449100 0 0 0    
319       0.769100 0.769100 0 0 0    
320       0.800000 0.800000 0 0 0    
321       0.582900 0.582900 0 0 0    
322       0.800000 0.800000 0 0 0    
323       0.562900 0.562900 0 0 0    
324       0.265200 0.265200 0 0 0    
325       0.741900 0.741900 0 0 0    
326       0.585800 0.585800 0 0 0    
327       0.776200 0.776200 0 0 0    
328       0.800000 0.800000 0 0 0    
329       0.704000 0.704000 0 0 0    
330       0.800000 0.800000 0 0 0    
331       0.800000 0.800000 0 0 0    
332       0.700000 0.700000 0 0 0    
333       0.731300 0.731300 0 0 0    
334       0.657600 0.657600 0 0 0    
335       0.750000 0.750000 0 0 0    
336       0.800000 0.800000 0 0 0    
337       0.565700 0.565700 0 0 0    
338       0.789200 0.789200 0 0 0    
339       0.650000 0.650000 0 0 0    
340       0.609000 0.609000 0 0 0    
341       0.800000 0.800000 0 0 0    
342       0.422000 0.422000 0 0 0    
343       0.538900 0.538900 0 0 0    
344       0.517500 0.517500 0 0 0    
345       0.797600 0.797600 0 0 0    
346       0.800000 0.800000 0 0 0    
347       0.696400 0.651700 0 0 0    
348       0.800000 0.510100 0 0 0    
349       0.573000 0.573000 0 0 0    
350       0.541300 0.541300 0 0 0    
351       0.589700 0.589700 0 0 0    
352       0.572100 0.404000 0 0 0    
353       0.579400 0.579400 0 0 0    
354       0.800000 0.800000 0 0 0    
355       0.800000 0.800000 0 0 0    
356       0.635800 0.635800 0 0 0    
357       0.670400 0.670400 0 0 0    
358       0.800000 0.800000 0 0 0    
359       0.612000 0.612000 0 0 0    
360       0.791300 0.791300 0 0 0    
361       0.600000 0.600000 0 0 0    
362       0.697600 0.697600 0 0 0    
363       0.738800 0.738800 0 0 0    
364       0.691100 0.691100 0 0 0    
365       0.799900 0.799900 0 0 0    
366       0.771100 0.771100 0 0 0    
367       0.799600 0.799600 0 0 0    
368       0.600000 0.600000 0 0 0    
369       0.793100 0.689600 0 0 0    
370       0.647800 0.647800 0 0 0    
371       0.750000 0.750000 0 0 0    
372       0.485400 0.485400 0 0 0    
373       0.599700 0.599700 0 0 0    
374       0.626700 0.626700 0 0 0    
375       0.617800 0.617800 0 0 0    
376       0.800000 0.800000 0 0 0    
377       0.542500 0.446600 0 0 0    
378       0.650000 0.650000 0 0 0    
379       0.643000 0.535900 0 0 0    
380       0.498900 0.498900 0 0 0    
381       0.650000 0.650000 0 0 0    
382       0.692700 0.692700 0 0 0    
383       0.600000 0.600000 0 0 0    
384       0.585400 0.585400 0 0 0    
385       0.556000 0.556000 0 0 0    
386       0.672100 0.672100 0 0 0    
387       0.700000 0.700000 0 0 0    
388       0.584200 0.584200 0 0 0    
389       0.750000 0.750000 0 0 0    
390       0.700000 0.700000 0 0 0    
391       0.674800 0.674800 0 0 0    
392       0.359100 0.359100 0 0 0    
393       0.405700 0.405700 0 0 0    
394       0.681600 0.681600 0 0 0    
395       0.792800 0.792800 0 0 0    
396       0.725500 0.725500 0 0 0    
397       0.622000 0.622000 0 0 0    
398       0.607600 0.607600 0 0 0    
399       0.645300 0.645300 0 0 0    
400       0.629400 0.629400 0 0 0    
401       0.650000 0.650000 0 0 0    
402       0.800000 0.800000 0 0 0    
403       0.760800 0.760800 0 0 0    
404       0.768700 0.768700 0 0 0    
405       0.800000 0.800000 0 0 0    
406       0.730400 0.730400 0 0 0    
407       0.700000 0.700000 0 0 0    
408       0.800000 0.800000 0 0 0    
409       0.531800 0.531800 0 0 0    
410       0.750000 0.750000 0 0 0    
411       0.700000 0.700000 0 0 0    
412       0.766400 0.746100 0 0 0    
413       0.726900 0.726900 0 0 0    
414       0.471900 0.401300 0 0 0    
415       0.750000 0.750000 0 0 0    
416       0.800000 0.800000 0 0 0    
417       0.634900 0.634900 0 0 0    
418       0.164500 0.164500 0 0 0    
419       0.587500 0.587500 0 0 0    
420       0.750000 0.372600 0 0 0    
421       0.686500 0.686500 0 0 0    
422       0.555000 0.555000 0 0 0    
423       0.621900 0.621900 0 0 0    
424       0.645500 0.645500 0 0 0    
425       0.588200 0.588200 0 0 0    
426       0.728800 0.728800 0 0 0    
427       0.800000 0.800000 0 0 0    
428       0.750000 0.750000 0 0 0    
429       0.800000 0.800000 0 0 0    
430       0.800000 0.800000 0 0 0    
431       0.744600 0.744600 0 0 0    
432       0.373400 0.373400 0 0 0    
433       0.623600 0.623600 0 0 0    
434       0.600000 0.600000 0 0 0    
435       0.725200 0.725200 0 0 0    
436       0.565300 0.417900 0 0 0    
437       0.697500 0.697500 0 0 0    
438       0.621200 0.548400 0 0 0    
439       0.549700 0.549700 0 0 0    
440       0.611700 0.611700 0 0 0    
441       0.687200 0.687200 0 0 0    
442       0.257600 0.257600 0 0 0    
443       0.471400 0.439100 0 0 0    
444       0.700000 0.700000 0 0 0    
445       0.597000 0.597000 0 0 0    
446       0.800000 0.800000 0 0 0    
447       0.595400 0.595400 0 0 0    
448       0.769700 0.769700 0 0 0    
449       0.800000 0.800000 0 0 0    
450       0.452200 0.452200 0 0 0    
451       0.547600 0.547600 0 0 0    
452       0.794400 0.794400 0 0 0    
453       0.750000 0.447300 0 0 0    
454       0.545500 0.545500 0 0 0    
455       0.596500 0.596500 0 0 0    
456       0.800000 0.800000 0 0 0    
457       0.800000 0.800000 0 0 0    
458       0.745900 0.544300 0 0 0    
459       0.547100 0.547100 0 0 0    
460       0.565700 0.565700 0 0 0    
461       0.800000 0.800000 0 0 0    
462       0.526300 0.526300 0 0 0    
463       0.711600 0.711600 0 0 0    
464       0.788500 0.788500 0 0 0    
465       0.592400 0.592400 0 0 0    
466       0.600000 0.600000 0 0 0    
467       0.736100 0.634100 0 0 0    
468       0.588600 0.588600 0 0 0    
469       0.730200 0.730200 0 0 0    
470       0.703200 0.703200 0 0 0    
471       0.564500 0.564500 0 0 0    
472       0.800000 0.800000 0 0 0    
473       0.792800 0.792800 0 0 0    
474       0.594200 0.594200 0 0 0    
475       0.604400 0.604400 0 0 0    
476       0.589100 0.589100 0 0 0    
477       0.776700 0.776700 0 0 0    
478       0.604500 0.604500 0 0 0    
479       0.438900 0.438900 0 0 0    
480       0.800000 0.800000 0 0 0    
481       0.291000 0.291000 0 0 0    
482       0.690000 0.576300 0 0 0    
483       0.745800 0.745800 0 0 0    
484       0.800000 0.800000 0 0 0    
485       0.608000 0.608000 0 0 0    
486       0.800000 0.800000 0 0 0    
487       0.800000 0.800000 0 0 0    
488       0.600000 0.600000 0 0 0    
489       0.706500 0.706500 0 0 0    
490       0.743500 0.743500 0 0 0    
491       0.430000 0.430000 0 0 0    
492       0.751400 0.751400 0 0 0    
493       0.500000 0.500000 0 0 0    
494       0.506300 0.506300 0 0 0    
495       0.667000 0.667000 0 0 0    
496       0.687100 0.687100 0 0 0    
497       0.432600 0.432600 0 0 0    
498       0.661300 0.661300 0 0 0    
499       0.525700 0.461200 0 0 0    
500       0.589500 0.589500 0 0 0    
501       0.795100 0.795100 0 0 0    
502       0.750000 0.750000 0 0 0    
503       0.698100 0.698100 0 0 0    
504       0.527900 0.527900 0 0 0    
505       0.672700 0.672700 0 0 0    
506       0.750000 0.750000 0 0 0    
507       0.394100 0.240300 0 0 0    
508       0.528300 0.528300 0 0 0    
509       0.509000 0.509000 0 0 0    
510       0.574900 0.574900 0 0 0    
511       0.681800 0.681800 0 0 0    
512       0.600800 0.600800 0 0 0    
513       0.767800 0.767800 0 0 0    
514       0.650000 0.650000 0 0 0    
515       0.508800 0.508800 0 0 0    
516       0.572900 0.572900 0 0 0    
517       0.725200 0.725200 0 0 0    
518       0.595500 0.522000 0 0 0    
519       0.679300 0.679300 0 0 0    
520       0.728600 0.728600 0 0 0    
521       0.790000 0.790000 0 0 0    
522       0.636300 0.636300 0 0 0    
523       0.526400 0.526400 0 0 0    
524       0.500000 0.500000 0 0 0    
525       0.665100 0.665100 0 0 0    
526       0.750000 0.750000 0 0 0    
527       0.746000 0.746000 0 0 0    
528       0.660000 0.660000 0 0 0    
529       0.748800 0.602000 0 0 0    
530       0.785800 0.785800 0 0 0    
531       0.737000 0.737000 0 0 0    
532       0.758100 0.758100 0 0 0    
533       0.697800 0.621200 0 0 0    
534       0.447800 0.447800 0 0 0    
535       0.768700 0.768700 0 0 0    
536       0.717500 0.717500 0 0 0    
537       0.666100 0.607600 0 0 0    
538       0.409200 0.409200 0 0 0    
539       0.750000 0.610200 0 0 0    
540       0.566600 0.566600 0 0 0    
541       0.630500 0.630500 0 0 0    
542       0.719000 0.719000 0 0 0    
543       0.773400 0.773400 0 0 0    
544       0.800000 0.800000 0 0 0    
545       0.534700 0.534700 0 0 0    
546       0.651400 0.651400 0 0 0    
547       0.750000 0.750000 0 0 0    
548       0.601000 0.601000 0 0 0    
549       0.700000 0.700000 0 0 0    
550       0.606300 0.606300 0 0 0    
551       0.732200 0.732200 0 0 0    
552       0.600000 0.600000 0 0 0    
553       0.750000 0.750000 0 0 0    
554       0.558500 0.558500 0 0 0    
555       0.576200 0.576200 0 0 0    
556       0.634800 0.634800 0 0 0    
557       0.800000 0.800000 0 0 0    
558       0.689000 0.689000 0 0 0    
559       0.583600 0.583600 0 0 0    
560       0.650000 0.650000 0 0 0    
561       0.750000 0.750000 0 0 0    
562       0.649600 0.649600 0 0 0    
563       0.649700 0.649700 0 0 0    
564       0.800000 0.800000 0 0 0    
565       0.680800 0.680800 0 0 0    
566       0.590500 0.590500 0 0 0    
567       0.707000 0.707000 0 0 0    
568       0.733300 0.733300 0 0 0    
569       0.422000 0.422000 0 0 0    
570       0.800000 0.800000 0 0 0    
571       0.800000 0.800000 0 0 0    
572       0.627500 0.556100 0 0 0    
573       0.700000 0.700000 0 0 0    

 

  143 144 145 146 147 148 149 150 151
 

Pool Insurance Stop

Loss %

MI Certificate

Number

Updated DTI

(Front-end)

Updated DTI

(Back-end)

Modification

Effective Payment

Date

Total Capitalized

Amount

Total Deferred

Amount

Pre-Modification

Interest (Note) Rate

Pre-Modification P&I

Payment

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198                  
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384                  
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386                  
387                  
388                  
389                  
390                  
391                  
392                  
393                  
394                  
395                  
396                  
397                  
398                  
399                  
400                  
401                  
402                  
403                  
404                  
405                  
406                  
407                  
408                  
409                  
410                  
411                  
412                  
413                  
414                  
415                  
416                  
417                  
418                  
419                  
420                  
421                  
422                  
423                  
424                  
425                  
426                  
427                  
428                  
429                  
430                  
431                  
432                  
433                  
434                  
435                  
436                  
437                  
438                  
439                  
440                  
441                  
442                  
443                  
444                  
445                  
446                  
447                  
448                  
449                  
450                  
451                  
452                  
453                  
454                  
455                  
456                  
457                  
458                  
459                  
460                  
461                  
462                  
463                  
464                  
465                  
466                  
467                  
468                  
469                  
470                  
471                  
472                  
473                  
474                  
475                  
476                  
477                  
478                  
479                  
480                  
481                  
482                  
483                  
484                  
485                  
486                  
487                  
488                  
489                  
490                  
491                  
492                  
493                  
494                  
495                  
496                  
497                  
498                  
499                  
500                  
501                  
502                  
503                  
504                  
505                  
506                  
507                  
508                  
509                  
510                  
511                  
512                  
513                  
514                  
515                  
516                  
517                  
518                  
519                  
520                  
521                  
522                  
523                  
524                  
525                  
526                  
527                  
528                  
529                  
530                  
531                  
532                  
533                  
534                  
535                  
536                  
537                  
538                  
539                  
540                  
541                  
542                  
543                  
544                  
545                  
546                  
547                  
548                  
549                  
550                  
551                  
552                  
553                  
554                  
555                  
556                  
557                  
558                  
559                  
560                  
561                  
562                  
563                  
564                  
565                  
566                  
567                  
568                  
569                  
570                  
571                  
572                  
573                  

 

  152 153 154 155 156 157 158 159 160 161
 

Pre-Modification

Initial Interest Rate

Change Downward

Cap

Pre-Modification

Subsequent Interest

Rate Cap

Pre-Modification

Next Interest Rate

Change Date

Pre-Modification I/O

Term

Forgiven Principal

Amount

Forgiven Interest

Amount

Number of

Modifications

Cash To/From Brrw at Closing Brrw - Yrs at in Industry CoBrrw - Yrs at in Industry
1                 40  
2                 20 15
3                 11 25
4                 15  
5                 18 22
6                 32  
7                 25 25
8                 10 6
9                 30  
10                 7 20
11                 6.75  
12                 13 13
13                 18 12.5
14                 17 10
15                 19  
16                 26  
17                 22 26
18                 35 18
19                 19  
20                 15  
21                 5  
22                 19  
23                 27 20
24                 18  
25                 10  
26                 19 13
27                 3 0
28                 11 16
29                 39  
30                 12 12
31                 5 8
32                 15 15
33                 0  
34                 22  
35                 11  
36                 9 8
37                 35  
38                 9 9
39                 6  
40                 27 6
41                 8  
42                 9  
43                 25.75  
44                 8  
45                 8 15
46                 4.5  
47                 14  
48                 18  
49                 5 2
50                 10  
51                 10  
52                 21 5
53                 17 15
54                 25 21
55                 7 12.5
56                 4 10
57                 14 8
58                 17  
59                 20.25  
60                 5  
61                 19  
62                 16 16
63                 6 5.5
64                 27.5  
65                 17  
66                 18 8
67                 25  
68                 13  
69                 15 8.5
70                 13  
71                 9 12
72                 21  
73                 10 10
74                 5  
75                 11 0
76                 8  
77                 20  
78                 15 25
79                 15 12
80                 0  
81                 3.5 3.5
82                 11  
83                 15 5
84                 5 15
85                 23  
86                 21  
87                 10  
88                 23  
89                 18 8
90                 13.5  
91                 24  
92                 4.75  
93                 18  
94                 46  
95                 24  
96                 8  
97                 17  
98                 31 15
99                 5 5.75
100                 20 14
101                 30  
102                 12  
103                 24 9
104                 3.25 4
105                 16  
106                 6  
107                 15  
108                 14.5 5
109                 27  
110                 2.5 1.25
111                 6  
112                 35  
113                 30  
114                 12 12
115                 30  
116                 12.75 11.75
117                 5  
118                 8 4
119                 15  
120                 20  
121                 21 17
122                 15.5 14
123                 52 16
124                 11 8
125                 30 14
126                 9  
127                 11  
128                 17  
129                 19 20
130                 0  
131                 10  
132                 15 13
133                 28 3
134                 38 20
135                 7 10
136                 20.5 22.5
137                 9.75 5.5
138                 13 4
139                 20  
140                 20 20
141                 27 29
142                 28  
143                 15  
144                 29 25
145                 24  
146                 34 16
147                 9  
148                 13.75 23.5
149                 15  
150                 20  
151                 13  
152                 18  
153                 11  
154                 35  
155                 0  
156                 10 8
157                 8  
158                 2 20
159                 18  
160                 9  
161                 3  
162                 14  
163                 12 8
164                 35  
165                 25 12
166                 35  
167                 16  
168                 21 5
169                 7 7
170                 20  
171                 12  
172                 10 11
173                 6  
174                 19  
175                 30 24
176                 30 21
177                 30  
178                 8 5
179                 10  
180                 6 4
181                 39  
182                 20  
183                 25.5  
184                 34  
185                 20 18
186                 0 3
187                 9  
188                 10  
189                 6  
190                 8  
191                 13  
192                 18 9
193                 9  
194                 3 3
195                 25  
196                 13 10
197                 19  
198                 15  
199                 15 7
200                 18  
201                 13  
202                 4.5  
203                 14  
204                 19 10
205                 30  
206                 17  
207                 20  
208                 0  
209                 0.5 15
210                 5  
211                 12 22
212                 20  
213                 25 10
214                 22  
215                 14 19
216                 20 15
217                 13  
218                 0  
219                 20  
220                 13 11
221                 12  
222                 10  
223                 15.5 12.5
224                 21 10
225                 21  
226                 0.5 28
227                 21  
228                 14 6
229                 12 15
230                 15  
231                 16  
232                 22  
233                 15 15
234                 13 10
235                 7 4.5
236                 16  
237                 35  
238                 4 4
239                 2  
240                 15 12
241                 20 16
242                 40 33
243                 21  
244                 31  
245                 4  
246                 15 12
247                 11 5
248                 26  
249                 10 12
250                 28  
251                 15  
252                 15  
253                 20 15
254                 6 10
255                 9 15
256                 1 7
257                 10 3
258                 30 25
259                 21  
260                 24  
261                 16  
262                 23  
263                 17  
264                 11 7
265                 10 10
266                 19  
267                 15  
268                 20  
269                 13  
270                 18  
271                 9 18
272                 10 10.25
273                 10 27
274                 7  
275                 7  
276                 20  
277                 15 10
278                 0 16
279                 11 6
280                 19  
281                 6.75  
282                 12  
283                 13  
284                 20 0
285                 16 15
286                 10 10
287                 20 16
288                 25  
289                 11 0
290                 2.5  
291                 25 25
292                 4  
293                 14 11
294                 16 6.5
295                 3.5 3
296                 8  
297                 10  
298                 11 11
299                 19 0
300                 13  
301                 0 10
302                 5 9
303                 5  
304                 8  
305                 10 27
306                 24  
307                 25  
308                 41  
309                 11 7
310                 5  
311                 44  
312                 23  
313                 24  
314                 7  
315                 10 0
316                 15  
317                 45  
318                 17  
319                 26  
320                 20  
321                 15 11
322                 27  
323                 29  
324                 25  
325                 6  
326                 19  
327                 20  
328                 30  
329                 20  
330                 20 21
331                 10  
332                 13  
333                 27  
334                 0 23
335                 27  
336                 14 5
337                 15  
338                 12 8
339                 19 5.75
340                 34 31
341                 10  
342                 0  
343                 10  
344                 21  
345                 5.5 3
346                 38 0
347                 1 0.25
348                 29  
349                 10 10
350                 19 29
351                 13  
352                 17.5  
353                 27  
354                 18  
355                 9  
356                 20 35
357                 10  
358                 11  
359                 3  
360                 36  
361                 11  
362                 16 16
363                 28 20
364                 24  
365                 4.5 15
366                 30  
367                 12 3
368                 32  
369                 15 15
370                 12  
371                 9.25  
372                 23  
373                 25  
374                 14 23
375                 13 8
376                 52  
377                 25 6
378                 21  
379                 20 33
380                 5  
381                 30  
382                 12.5 10
383                 20  
384                 11  
385                 20  
386                 14  
387                 8  
388                 17  
389                 35  
390                 18 20
391                 25  
392                 24 48
393                 18  
394                 13.5  
395                 29  
396                 11  
397                 12  
398                 16  
399                 15 10
400                 27  
401                 11  
402                 28 5.75
403                 20 2
404                 22 21
405                 3 2
406                 13  
407                 28  
408                 10 20
409                 25 25
410                 5  
411                 7 16
412                 40  
413                 20  
414                 15  
415                 12 15
416                 4 5
417                 3  
418                 20 20
419                 16  
420                 26 9
421                 6  
422                 29  
423                 33  
424                 0  
425                 0  
426                 11.5  
427                 6  
428                 10 10
429                 10  
430                 20  
431                 20  
432                 14 6
433                 5 30
434                 6  
435                 16 16
436                 27 23
437                 25  
438                 0 8
439                 22 12
440                 14  
441                 12  
442                 10  
443                 15 14
444                 12  
445                 0  
446                 32  
447                 7  
448                 2 3
449                 18  
450                 14  
451                 12.25 10.5
452                 30  
453                 18 20
454                 21 10
455                 23 18.75
456                 12 8
457                 6 10
458                 33 37
459                 30 20
460                 0  
461                 12  
462                 23 17
463                 12 2.25
464                 15  
465                 9 2
466                 7  
467                 25 24
468                 6 12
469                 0 14
470                 7  
471                 15  
472                 20  
473                 8  
474                 15  
475                 30 30
476                 22 14
477                 0  
478                 15  
479                 34 25
480                 20  
481                 17  
482                 16  
483                 30  
484                 15  
485                 45 30
486                 5 5
487                 12 3.5
488                 22  
489                 15  
490                 13 8
491                 20 22
492                 27 2
493                 26  
494                 0  
495                 3.25  
496                 8 26
497                 33  
498                 41  
499                 10  
500                 21  
501                 14 6
502                 5  
503                 0  
504                 0  
505                 23  
506                 9  
507                 47  
508                 39  
509                 12 9
510                 2 0
511                 18 20
512                 15 15
513                 15 13
514                 50  
515                 0  
516                 15  
517                 16 0
518                 34  
519                 30  
520                 20  
521                 13 13
522                 3 22
523                 28  
524                 0  
525                 5  
526                 20 4
527                 4.5  
528                 18  
529                 20 18
530                 14 13
531                 12  
532                 20  
533                 31  
534                 0 35
535                 14  
536                 11.75  
537                 30  
538                 11  
539                 1.5 0
540                 34  
541                 11  
542                 9.5  
543                 25 19.25
544                 15  
545                 28  
546                 24 10
547                 16  
548                 8.5  
549                 0  
550                 26 28
551                 8.5  
552                 10 10
553                 12  
554                 29  
555                 15  
556                 15  
557                 26 8
558                 14 16
559                 11  
560                 38 38
561                 12 12
562                 9 4
563                 10 0
564                 30  
565                 0  
566                 17 35
567                 14  
568                 14 14
569                 31  
570                 17  
571                 6 5
572                 2  
573                 4 6

 

  162 163 164 165 166 167 168 169 170 171 172
  Junior Mortgage Drawn Amount Maturity Date Primary Borrower Wage Income (Salary) Primary Borrower Wage Income (Bonus) Primary Borrower Wage Income (Commission) Co-Borrower Wage Income (Salary) Co-Borrower Wage Income (Bonus) Co-Borrower Wage Income (Commission) Originator Doc Code RWT Income Verification RWT Asset Verification
1 0 20430401 43510 0 0 0 0 0 Full Two Years Two Months
2 0 20430501 21750.34 0 0 35804.17 0 0 Full Two Years Two Months
3 0 20430501 5211.54 0 0 16308.34 4216.67 0 Full Two Years Two Months
4 0 20430501 25833.34 0 0 0 0 0 Full Two Years Two Months
5 0 20430501 14238.67 0 0 0 0 0 Full Two Years Two Months
6 0 20430501 10325.92 0 0 5808 0 0 Full Two Years Two Months
7 0 20430401 4905.25 0 0 5305.74 0 0 Full Two Years Two Months
8 0 20430501 11666.67 0 0 8571.33 0 0 Full Two Years Two Months
9 0 20430401 60710 0 0 0 0 0 Full Two Years Two Months
10 0 20430401 7697.87 0 0 7464.74 0 0 Full Two Years Two Months
11 0 20430401 15794.48 0 0 0 0 0 Full Two Years Two Months
12 0 20430401 10512 0 0 12702.34 0 0 Full Two Years Two Months
13 0 20430501 12500 0 0 2500 0 0 Full Two Years Two Months
14 0 20430401 2900 0 25322.96 2384.12 0 0 Full Two Years Two Months
15 0 20430401 22971 8125 0 0 0 0 Full Two Years Two Months
16 0 20430401 7999.01 0 9316.94 0 0 0 Full Two Years Two Months
17 0 20430401 7687 0 0 21560.36 0 0 Full Two Years Two Months
18 0 20430401 15798 0 0 8616 0 0 Full Two Years Two Months
19 0 20430401 20000 0 0 0 0 0 Full Two Years Two Months
20 0 20430501 12500 0 0 0 0 0 Full Two Years Two Months
21 0 20430401 14000 0 0 0 0 0 Full Two Years Two Months
22 0 20430401 12500 0 0 0 0 0 Full Two Years Two Months
23 0 20430401 15096 5348 0 0 0 0 Full Two Years Two Months
24 0 20430401 12916.65 0 0 0 0 0 Full Two Years Two Months
25 0 20430501 25000 0 0 0 0 0 Full Two Years Two Months
26 0 20430501 6250 0 0 8411 0 0 Full Two Years Two Months
27 0 20430501 19833.33 7849.92 0 0 0 0 Full Two Years Two Months
28 0 20430401 14309.75 0 0 0 0 0 Full Two Years Two Months
29 0 20430401 18766.52 0 0 0 0 0 Full Two Years Two Months
30 0 20430501 11000 0 0 3171.63 0 0 Full Two Years Two Months
31 0 20430401 11250 0 0 10129.17 0 0 Full Two Years Two Months
32 0 20430501 25833.3 0 0 20540.04 0 0 Full Two Years Two Months
33 0 20430401 13672.25 0 0 838.8 0 0 Full Two Years Two Months
34 0 20430501 23333.33 43579.77 0 0 0 0 Full Two Years Two Months
35 0 20430401 22475.88 0 0 0 0 0 Full Two Years Two Months
36 0 20430401 8028.01 0 0 4263.32 0 0 Full Two Years Two Months
37 0 20430401 15302.11 0 0 0 0 0 Full Two Years Two Months
38 0 20430401 9999.16 0 0 5893.33 0 0 Full Two Years Two Months
39 52457 20430401 6250 252.53 8009.83 0 0 0 Full Two Years Two Months
40 0 20430401 10416.67 0 0 7083.33 0 0 Full Two Years Two Months
41 0 20430501 0 0 0 35462 0 0 Full Two Years Two Months
42 0 20430401 10915.84 0 0 0 0 0 Full Two Years Two Months
43 0 20430401 33333.34 159348.1 0 0 0 0 Full Two Years Two Months
44 0 20430501 22500 0 0 0 0 0 Full Two Years Two Months
45 0 20430401 15154 6048 10339 0 0 0 Full Two Years Two Months
46 0 20430501 13033.79 7512.08 0 0 0 0 Full Two Years Two Months
47 0 20430401 21666.66 0 0 0 0 0 Full Two Years Two Months
48 35103 20430501 36448.79 0 0 0 0 0 Full Two Years Two Months
49 0 20430401 16214.42 0 0 5083.33 0 0 Full Two Years Two Months
50 0 20430501 33806.67 0 0 0 0 0 Full Two Years Two Months
51 0 20430401 16666.67 0 0 0 0 0 Full Two Years Two Months
52 0 20430401 12083.34 0 0 10300 0 0 Full Two Years Two Months
53 0 20430501 18000 0 0 21236.5 0 0 Full Two Years Two Months
54 0 20430401 15450 0 0 7952 0 0 Full Two Years Two Months
55 0 20430401 11750 2927.53 0 9416.68 673.74 0 Full Two Years Two Months
56 0 20430501 11531.25 0 0 9806.46 0 0 Full Two Years Two Months
57 0 20430401 15316.67 0 0 5583.07 0 0 Full Two Years Two Months
58 0 20430501 9171.06 0 0 0 0 0 Full Two Years Two Months
59 0 20430401 8038.75 4063.13 0 0 0 0 Full Two Years Two Months
60 0 20430401 48788.75 0 0 0 0 0 Full Two Years Two Months
61 250000 20430401 58786.25 0 0 0 0 0 Full Two Years Two Months
62 0 20430501 56319.49 0 0 23942.14 0 0 Full Two Years Two Months
63 0 20430501 11104.16 0 0 6516.67 0 0 Full Two Years Two Months
64 0 20430401 20124 0 0 0 0 0 Full Two Years Two Months
65 0 20430401 10750 0 0 0 0 0 Full Two Years Two Months
66 0 20430501 16666.66 0 0 13424.78 0 0 Full Two Years Two Months
67 268992 20430401 30416.66 0 0 0 0 0 Full Two Years Two Months
68 0 20430501 15166.67 0 0 0 0 0 Full Two Years Two Months
69 50000 20430401 7492.5 0 0 10000 0 0 Full Two Years Two Months
70 0 20430501 18750 0 0 0 0 0 Full Two Years Two Months
71 0 20430401 14300 0 0 11666.66 0 0 Full Two Years Two Months
72 0 20430401 31468.7 0 0 0 0 0 Full Two Years Two Months
73 0 20430401 12886.62 0 0 12990.84 0 0 Full Two Years Two Months
74 0 20430401 18333.34 0 0 0 0 0 Full Two Years Two Months
75 0 20430401 19166.66 0 0 0 0 0 Full Two Years Two Months
76 0 20430401 12500 0 0 0 0 0 Full Two Years Two Months
77 0 20430401 16666.67 16865.86 0 0 0 0 Full Two Years Two Months
78 0 20430401 14166.66 0 0 26000 0 0 Full Two Years Two Months
79 0 20430401 39951.75 0 0 8124.09 0 0 Full Two Years Two Months
80 0 20430401 2169.67 0 0 958.83 0 0 Full Two Years Two Months
81 0 20430401 0 0 0 17498 0 0 Full Two Years Two Months
82 0 20430401 10500 1991.92 0 0 0 0 Full Two Years Two Months
83 0 20430401 15269.36 0 0 15416.67 0 0 Full Two Years Two Months
84 0 20430501 11250 0 0 5708.83 0 0 Full Two Years Two Months
85 0 20430401 41635.4 0 0 0 0 0 Full Two Years Two Months
86 0 20430501 14890 0 0 0 0 0 Full Two Years Two Months
87 0 20430501 20239.38 0 0 0 0 0 Full Two Years Two Months
88 0 20430401 9277.35 0 0 0 0 0 Full Two Years Two Months
89 0 20430401 10002.5 0 0 4893.58 0 0 Full Two Years Two Months
90 0 20430501 34734.85 0 0 0 0 0 Full Two Years Two Months
91 171517 20430501 14567.77 0 0 0 0 0 Full Two Years Two Months
92 0 20430401 22000.12 0 0 0 0 0 Full Two Years Two Months
93 0 20430501 20705.66 18999.58 0 0 0 0 Full Two Years Two Months
94 498632.72 20430401 40246.3 0 0 0 0 0 Full Two Years Two Months
95 0 20430401 15600 1416.67 0 0 0 0 Full Two Years Two Months
96 0 20430501 18333.33 0 0 0 0 0 Full Two Years Two Months
97 0 20430401 8903.57 0 0 0 0 0 Full Two Years Two Months
98 0 20430401 24583.33 0 0 24583.33 0 0 Full Two Years Two Months
99 0 20430401 11250 0 0 0 0 0 Full Two Years Two Months
100 0 20430401 23333.33 0 0 8827.67 0 0 Full Two Years Two Months
101 0 20430401 24432.31 0 0 0 0 0 Full Two Years Two Months
102 0 20430501 15746.49 0 0 0 0 0 Full Two Years Two Months
103 0 20430401 16033.34 0 0 7097.66 0 0 Full Two Years Two Months
104 0 20430501 17500 0 0 8747.46 0 0 Full Two Years Two Months
105 0 20430401 20800 0 0 0 0 0 Full Two Years Two Months
106 0 20430401 11250 6715 0 0 0 0 Full Two Years Two Months
107 0 20430501 15416.67 0 0 0 0 0 Full Two Years Two Months
108 0 20430401 11250 33730.75 0 6666.67 0 2107.15 Full Two Years Two Months
109 0 20430501 11831.73 0 0 0 0 0 Full Two Years Two Months
110 0 20430401 11916.67 0 0 0 0 0 Full Two Years Two Months
111 0 20430401 15833.34 0 0 0 0 0 Full Two Years Two Months
112 0 20430401 27373.62 0 0 0 0 0 Full Two Years Two Months
113 0 20430501 13816.5 1981.65 0 0 0 0 Full Two Years Two Months
114 0 20430401 20994.92 0 0 8280.83 0 0 Full Two Years Two Months
115 0 20430401 33416.67 16678.48 0 0 0 0 Full Two Years Two Months
116 0 20430401 11649.73 0 0 9902.53 0 0 Full Two Years Two Months
117 43750 20430501 29767.67 0 0 0 0 0 Full Two Years Two Months
118 0 20430501 8419.17 0 0 16737.5 0 0 Full Two Years Two Months
119 0 20430401 20000 0 0 0 0 0 Full Two Years Two Months
120 0 20430401 17916 0 0 0 0 0 Full Two Years Two Months
121 0 20430401 16666 0 0 12886.85 0 0 Full Two Years Two Months
122 0 20430401 24200 0 0 25096.93 0 0 Full Two Years Two Months
123 0 20430401 5982.44 0 0 8415.33 0 0 Full Two Years Two Months
124 0 20430401 10416.66 3500 7026.62 0 0 0 Full Two Years Two Months
125 0 20430401 28165.3 0 0 4710.14 0 0 Full Two Years Two Months
126 0 20430401 30099.04 0 0 0 0 0 Full Two Years Two Months
127 0 20430401 16377.21 0 0 0 0 0 Full Two Years Two Months
128 0 20430501 12789.3 0 0 0 0 0 Full Two Years Two Months
129 0 20430401 12719.58 0 0 12719.58 0 0 Full Two Years Two Months
130 0 20430401 9784.04 0 0 0 0 0 Full Two Years Two Months
131 0 20430401 49562.79 0 0 0 0 0 Full Two Years Two Months
132 0 20430401 8925.28 0 0 4977.85 0 0 Full Two Years Two Months
133 0 20430401 19066.67 0 0 0 0 0 Full Two Years Two Months
134 0 20430401 7137.87 0 0 8666.12 0 0 Full Two Years Two Months
135 0 20430401 8848.33 0 0 9583.33 0 0 Full Two Years Two Months
136 0 20430501 7927.24 2169.58 0 2974 0 0 Full Two Years Two Months
137 0 20430401 11605 0 0 7917.82 3012.5 0 Full Two Years Two Months
138 0 20430401 11900 845.14 0 0 0 0 Full Two Years Two Months
139 0 20430401 37575.67 0 0 0 0 0 Full Two Years Two Months
140 0 20430401 0 0 0 32349.51 0 0 Full Two Years Two Months
141 34086 20430401 14333.34 0 0 14416.67 0 0 Full Two Years Two Months
142 0 20430401 21941.92 0 0 0 0 0 Full Two Years Two Months
143 0 20430401 17801.88 0 0 0 0 0 Full Two Years Two Months
144 0 20430401 39583.33 0 0 5076.75 0 0 Full Two Years Two Months
145 0 20430501 47725.33 0 0 0 0 0 Full Two Years Two Months
146 84000 20430401 21009.6 0 0 2218.58 0 0 Full Two Years Two Months
147 0 20430401 13333.34 0 0 0 0 0 Full Two Years Two Months
148 0 20430401 8335.73 0 0 7090.28 0 0 Full Two Years Two Months
149 96831 20430401 7416.67 0 11389.31 0 0 0 Full Two Years Two Months
150 0 20430401 47419.5 0 0 0 0 0 Full Two Years Two Months
151 0 20430401 20833 8333 0 0 0 0 Full Two Years Two Months
152 0 20430401 31377.79 0 0 0 0 0 Full Two Years Two Months
153 0 20430401 14583.34 0 0 0 0 0 Full Two Years Two Months
154 0 20430401 10887.97 0 0 0 0 0 Full Two Years Two Months
155 0 20430401 63537.94 0 0 0 0 0 Full Two Years Two Months
156 0 20430401 9583.38 0 0 1657.2 0 0 Full Two Years Two Months
157 0 20430401 14806.2 4159.21 0 0 0 0 Full Two Years Two Months
158 0 20430401 1633 0 0 16171.67 0 0 Full Two Years Two Months
159 0 20430401 14833.87 0 0 0 0 0 Full Two Years Two Months
160 0 20430401 10000 11838.19 0 0 0 0 Full Two Years Two Months
161 0 20430501 14166.48 0 0 0 0 0 Full Two Years Two Months
162 0 20430401 14744.08 4467.63 0 0 0 0 Full Two Years Two Months
163 0 20430401 14542.93 1416.66 0 8166.67 0 0 Full Two Years Two Months
164 0 20430401 29166.67 0 0 0 0 0 Full Two Years Two Months
165 0 20430401 14170.25 0 0 6673.33 0 0 Full Two Years Two Months
166 0 20430501 11043 18068 0 0 0 0 Full Two Years Two Months
167 0 20430401 21666.66 0 0 0 0 0 Full Two Years Two Months
168 0 20430401 15426.28 0 0 0 0 0 Full Two Years Two Months
169 0 20430401 18324 0 0 6402 0 0 Full Two Years Two Months
170 0 20430401 26418.58 0 0 0 0 0 Full Two Years Two Months
171 0 20430401 23694.71 0 0 0 0 0 Full Two Years Two Months
172 43434 20430401 18750 0 0 13026.33 0 0 Full Two Years Two Months
173 0 20430401 36214.46 0 0 0 0 0 Full Two Years Two Months
174 0 20430401 15757.21 0 0 0 0 0 Full Two Years Two Months
175 0 20430501 9893 0 0 16666.67 0 0 Full Two Years Two Months
176 0 20430501 22370.75 0 0 10541.67 0 0 Full Two Years Two Months
177 0 20430401 15834 0 0 0 0 0 Full Two Years Two Months
178 0 20430401 9583.31 0 0 5032.67 0 0 Full Two Years Two Months
179 0 20430401 20000 12639.17 0 0 0 0 Full Two Years Two Months
180 0 20430401 8453.97 0 0 2106 0 0 Full Two Years Two Months
181 0 20430401 28166.67 0 0 0 0 0 Full Two Years Two Months
182 0 20430401 41886.69 0 0 0 0 0 Full Two Years Two Months
183 0 20430401 12958.33 0 0 0 0 0 Full Two Years Two Months
184 0 20430401 20000 0 0 0 0 0 Full Two Years Two Months
185 0 20430401 11333.76 0 0 7735 0 0 Full Two Years Two Months
186 0 20430501 0 0 0 16250 0 0 Full Two Years Two Months
187 0 20430401 22256.04 0 0 0 0 0 Full Two Years Two Months
188 0 20430401 24601.89 0 0 0 0 0 Full Two Years Two Months
189 0 20430401 17083.34 0 0 0 0 0 Full Two Years Two Months
190 0 20430401 12500 15677.16 0 0 0 0 Full Two Years Two Months
191 0 20430401 20011 0 0 0 0 0 Full Two Years Two Months
192 0 20430401 10726.49 4549.21 0 3104.13 0 0 Full Two Years Two Months
193 0 20430401 15476.46 0 0 0 0 0 Full Two Years Two Months
194 0 20430401 10833.33 0 0 4166.67 0 0 Full Two Years Two Months
195 0 20430401 33333 9875 0 0 0 0 Full Two Years Two Months
196 0 20430501 9446 0 0 2725.38 0 0 Full Two Years Two Months
197 0 20430401 14333.33 0 0 0 0 0 Full Two Years Two Months
198 0 20430401 6500 35450.38 0 0 0 0 Full Two Years Two Months
199 0 20430401 12620.63 0 0 2680.92 0 0 Full Two Years Two Months
200 0 20430401 60440.25 0 0 0 0 0 Full Two Years Two Months
201 0 20430401 5416.67 0 33159.97 0 0 0 Full Two Years Two Months
202 0 20430401 11666.67 0 0 0 0 0 Full Two Years Two Months
203 0 20430401 27767.13 0 0 0 0 0 Full Two Years Two Months
204 0 20430401 17027.14 0 0 0 0 0 Full Two Years Two Months
205 0 20430401 16666.66 5500 0 0 0 0 Full Two Years Two Months
206 0 20430401 12301.75 0 0 0 0 0 Full Two Years Two Months
207 0 20430401 32580.21 15433.69 0 0 0 0 Full Two Years Two Months
208 0 20430401 2233.8 0 0 1650.8 0 0 Full Two Years Two Months
209 0 20430401 11250 0 0 8036.75 0 0 Full Two Years Two Months
210 0 20430401 14583.34 0 0 0 0 0 Full Two Years Two Months
211 0 20430401 27102.64 50913.84 0 12361.92 0 0 Full Two Years Two Months
212 0 20430401 14735.41 0 0 0 0 0 Full Two Years Two Months
213 0 20430401 14629.62 0 0 0 0 0 Full Two Years Two Months
214 0 20430401 17102.02 0 75883.81 0 0 0 Full Two Years Two Months
215 0 20430401 14391.56 0 0 0 0 0 Full Two Years Two Months
216 84756 20430401 4731.81 0 0 8737.73 0 0 Full Two Years Two Months
217 0 20430401 10810.54 0 0 0 0 0 Full Two Years Two Months
218 0 20430401 10147 0 0 0 0 0 Full Two Years Two Months
219 0 20430401 19909.86 0 0 0 0 0 Full Two Years Two Months
220 0 20430401 52553.17 0 0 5849.99 0 0 Full Two Years Two Months
221 0 20430401 26938.88 0 0 0 0 0 Full Two Years Two Months
222 0 20430401 14541.68 0 0 0 0 0 Full Two Years Two Months
223 0 20430401 8834.16 0 0 5661.83 0 0 Full Two Years Two Months
224 0 20430401 3333.35 0 0 9220 0 0 Full Two Years Two Months
225 0 20430401 38263.42 0 0 0 0 0 Full Two Years Two Months
226 0 20430401 2532.64 0 0 9323.06 0 0 Full Two Years Two Months
227 0 20430401 29165 0 0 0 0 0 Full Two Years Two Months
228 0 20430401 18762.08 0 0 3753 0 0 Full Two Years Two Months
229 0 20430401 7704.59 0 0 1842.73 0 0 Full Two Years Two Months
230 0 20430401 14583 12791.67 0 0 0 0 Full Two Years Two Months
231 0 20430401 94646.34 0 0 0 0 0 Full Two Years Two Months
232 0 20430401 8056.86 2047.73 0 0 0 0 Full Two Years Two Months
233 0 20430401 13494.97 0 0 11966.67 0 0 Full Two Years Two Months
234 0 20430401 11291.68 0 0 7952.56 0 0 Full Two Years Two Months
235 0 20430401 10311.51 0 0 8406.66 0 0 Full Two Years Two Months
236 0 20430401 13250 0 0 0 0 0 Full Two Years Two Months
237 0 20430301 50000 0 0 0 0 0 Full Two Years Two Months
238 0 20430401 35717.8 0 0 0 0 0 Full Two Years Two Months
239 0 20430401 20165.02 0 0 0 0 0 Full Two Years Two Months
240 0 20430401 1091.67 0 0 8083.33 0 0 Full Two Years Two Months
241 0 20430401 10416.67 0 0 4467.39 0 0 Full Two Years Two Months
242 396113 20430401 2603.13 0 0 11202.57 0 0 Full Two Years Two Months
243 0 20430401 13333.34 0 0 0 0 0 Full Two Years Two Months
244 0 20430401 24999.99 0 0 0 0 0 Full Two Years Two Months
245 0 20430401 9715.34 0 0 0 0 0 Full Two Years Two Months
246 0 20430401 12813.66 0 0 11032.08 0 0 Full Two Years Two Months
247 0 20430401 24932.63 0 0 0 0 0 Full Two Years Two Months
248 0 20430401 2774 0 29472.24 0 0 0 Full Two Years Two Months
249 0 20430401 9166.66 0 0 8333.34 0 0 Full Two Years Two Months
250 0 20430401 21083.34 0 0 0 0 0 Full Two Years Two Months
251 0 20430401 17235.18 0 0 0 0 0 Full Two Years Two Months
252 62193 20430401 18638.71 0 0 0 0 0 Full Two Years Two Months
253 0 20430301 14979.17 0 0 28056.46 0 0 Full Two Years Two Months
254 0 20430401 20000 11110.49 0 4642.76 0 0 Full Two Years Two Months
255 0 20430501 16666.66 5508.29 0 10254.58 0 0 Full Two Years Two Months
256 0 20430401 7402.79 0 0 7635.09 0 0 Full Two Years Two Months
257 0 20430401 5808.04 0 0 13166.76 0 0 Full Two Years Two Months
258 94000 20430401 10658.35 0 0 5000 0 0 Full Two Years Two Months
259 0 20430401 18550 0 0 0 0 0 Full Two Years Two Months
260 208667 20430401 33574.19 0 0 0 0 0 Full Two Years Two Months
261 0 20430401 11274.29 0 0 0 0 0 Full Two Years Two Months
262 0 20430401 7140.5 0 0 0 0 0 Full Two Years Two Months
263 0 20430401 39017.9 0 0 0 0 0 Full Two Years Two Months
264 0 20430401 8333.33 0 9084.13 1700.25 0 0 Full Two Years Two Months
265 0 20430401 14166.66 0 0 6500 0 0 Full Two Years Two Months
266 223192 20430401 8333.33 0 13122.91 0 0 0 Full Two Years Two Months
267 0 20430401 26350 0 0 0 0 0 Full Two Years Two Months
268 0 20430401 10999.99 0 0 0 0 0 Full Two Years Two Months
269 0 20430401 15574 0 0 0 0 0 Full Two Years Two Months
270 59024 20430401 9808.33 0 0 0 0 0 Full Two Years Two Months
271 0 20430401 9166.66 0 0 11988.9 0 0 Full Two Years Two Months
272 0 20430401 8809.78 0 0 6888.62 0 0 Full Two Years Two Months
273 0 20430401 25000 0 0 0 0 0 Full Two Years Two Months
274 0 20430401 28987.21 0 0 0 0 0 Full Two Years Two Months
275 0 20430501 59551.25 0 0 0 0 0 Full Two Years Two Months
276 0 20430401 18750.03 0 0 0 0 0 Full Two Years Two Months
277 0 20430401 7427.66 0 0 6650 0 2874.62 Full Two Years Two Months
278 0 20430401 0 0 0 58042 0 0 Full Two Years Two Months
279 0 20430401 15581.29 0 0 10833.34 0 0 Full Two Years Two Months
280 0 20430401 13378.66 0 0 0 0 0 Full Two Years Two Months
281 50000 20430401 13337.68 0 0 0 0 0 Full Two Years Two Months
282 0 20430401 43439.07 0 0 0 0 0 Full Two Years Two Months
283 0 20430401 27500.98 0 0 0 0 0 Full Two Years Two Months
284 0 20430401 29583.34 0 0 0 0 0 Full Two Years Two Months
285 0 20430301 10218.18 0 0 7463.73 0 0 Full Two Years Two Months
286 0 20430401 11623.16 2975.75 0 13217.84 0 0 Full Two Years Two Months
287 0 20430301 11716.66 0 0 10255.32 0 0 Full Two Years Two Months
288 0 20430301 10479.58 0 0 0 0 0 Full Two Years Two Months
289 0 20430401 42019.24 0 0 0 0 0 Full Two Years Two Months
290 0 20430401 16125.5 0 0 0 0 0 Full Two Years Two Months
291 0 20430401 19985.08 0 0 19985.08 0 0 Full Two Years Two Months
292 0 20430301 11041.66 0 0 0 0 0 Full Two Years Two Months
293 0 20430401 22083.33 14208.33 0 9930.54 0 0 Full Two Years Two Months
294 0 20430501 19503.54 0 0 5416.67 0 0 Full Two Years Two Months
295 0 20430401 14895.83 0 0 0 0 0 Full Two Years Two Months
296 0 20430401 14869.16 0 0 0 0 0 Full Two Years Two Months
297 0 20430401 10737.51 0 0 0 0 0 Full Two Years Two Months
298 0 20430401 13539.46 0 0 2430.05 0 0 Full Two Years Two Months
299 0 20430401 5964.55 0 11962.77 0 0 0 Full Two Years Two Months
300 0 20430401 10416.66 0 9034.67 2000 0 0 Full Two Years Two Months
301 0 20430401 0 0 0 7294.42 0 0 Full Two Years Two Months
302 0 20430401 9168.33 0 0 9417.02 0 0 Full Two Years Two Months
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314 0 20430401 25720.1 0 0 0 0 0 Full Two Years Two Months
315 0 20430401 4166 0 22393.11 0 0 0 Full Two Years Two Months
316 0 20430401 185803.69 0 0 0 0 0 Full Two Years Two Months
317 0 20430501 22669.45 0 0 0 0 0 Full Two Years Two Months
318 240000 20430401 11576 2511.25 0 0 0 0 Full Two Years Two Months
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320 0 20430401 79662.92 0 0 0 0 0 Full Two Years Two Months
321 0 20430401 19166.74 0 0 12084.76 0 0 Full Two Years Two Months
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384 0 20430401 419650.03 0 0 0 0 0 Full Two Years Two Months
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388 0 20430401 30000 0 0 0 0 0 Full Two Years Two Months
389 0 20430401 25707.75 23547.83 0 0 0 0 Full Two Years Two Months
390 0 20430301 10684.08 0 0 8665.54 0 0 Full Two Years Two Months
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393 0 20430401 16666.66 0 0 0 0 0 Full Two Years Two Months
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395 0 20430401 7008 0 1988.91 0 0 0 Full Two Years Two Months
396 0 20430401 18829.87 0 0 0 0 0 Full Two Years Two Months
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399 0 20430301 13970.66 0 0 10666.66 0 0 Full Two Years Two Months
400 0 20430401 13150.62 5678.04 0 0 0 0 Full Two Years Two Months
401 0 20430401 15833.33 2083.33 0 0 0 0 Full Two Years Two Months
402 0 20430301 24858.45 0 0 0 0 0 Full Two Years Two Months
403 0 20430301 22427.65 0 0 0 0 0 Full Two Years Two Months
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407 0 20430301 36830.5 0 0 0 0 0 Full Two Years Two Months
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415 0 20430401 14520.85 2608.47 0 11875 937.5 0 Full Two Years Two Months
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423 0 20430401 30333.33 0 0 0 0 0 Full Two Years Two Months
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426 0 20430301 27083.34 0 0 0 0 0 Full Two Years Two Months
427 0 20430401 29166.66 0 0 0 0 0 Full Two Years Two Months
428 0 20430301 10321.69 0 0 0 0 0 Full Two Years Two Months
429 0 20430401 14583.34 0 31474.26 0 0 0 Full Two Years Two Months
430 0 20430401 15362.85 0 0 0 0 0 Full Two Years Two Months
431 0 20430401 11961.26 2083.33 0 0 0 0 Full Two Years Two Months
432 0 20430401 10875 0 0 0 0 0 Full Two Years Two Months
433 0 20430401 5000 0 0 10780.83 5874.27 0 Full Two Years Two Months
434 0 20430401 25000 0 0 0 0 0 Full Two Years Two Months
435 0 20430401 9095.01 0 0 7675 0 6953.42 Full Two Years Two Months
436 247000 20430501 12152 0 0 8212 0 0 Full Two Years Two Months
437 0 20430401 35124.17 0 0 0 0 0 Full Two Years Two Months
438 120000 20430401 0 0 0 29713.74 0 0 Full Two Years Two Months
439 0 20430401 3559.63 0 0 10517.35 0 0 Full Two Years Two Months
440 0 20430401 46047.58 0 0 0 0 0 Full Two Years Two Months
441 0 20430401 14583.33 0 0 0 0 0 Full Two Years Two Months
442 0 20430401 0 0 0 0 0 0 Full Two Years Two Months
443 50000 20430401 10130.38 0 0 13321.32 0 0 Full Two Years Two Months
444 0 20430501 14704.58 0 0 0 0 0 Full Two Years Two Months
445 0 20430401 2178.78 0 0 0 0 0 Full Two Years Two Months
446 0 20430401 36000 0 0 0 0 0 Full Two Years Two Months
447 0 20430401 29655.2 0 0 0 0 0 Full Two Years Two Months
448 0 20430401 47916.67 0 0 3787.33 0 0 Full Two Years Two Months
449 129994.58 20430401 25000 0 0 0 0 0 Full Two Years Two Months
450 0 20430401 16666 0 0 0 0 0 Full Two Years Two Months
451 0 20430401 7718.76 0 0 18711.92 9779.46 0 Full Two Years Two Months
452 0 20430401 11250.01 0 0 0 0 0 Full Two Years Two Months
453 575000 20430401 40485.67 0 0 1989.78 185.21 0 Full Two Years Two Months
454 0 20430401 22624.33 0 0 0 0 0 Full Two Years Two Months
455 0 20430301 13466.68 2094.33 0 1157.08 0 0 Full Two Years Two Months
456 0 20430401 33333.33 0 0 9080 0 0 Full Two Years Two Months
457 0 20430401 6250 0 21668.02 0 0 0 Full Two Years Two Months
458 37783 20430401 9224 0 0 8217 0 0 Full Two Years Two Months
459 0 20430401 11816.67 0 0 15441.42 0 0 Full Two Years Two Months
460 0 20430401 21452.59 0 0 1105.8 0 0 Full Two Years Two Months
461 0 20430301 22394.88 0 0 0 0 0 Full Two Years Two Months
462 0 20430401 25452 0 0 6166.67 0 0 Full Two Years Two Months
463 0 20430301 14083.33 0 0 3250 0 0 Full Two Years Two Months
464 0 20430401 12171.99 0 0 0 0 0 Full Two Years Two Months
465 0 20430401 34204.3 0 0 0 0 0 Full Two Years Two Months
466 0 20430301 16064.92 0 0 0 0 0 Full Two Years Two Months
467 2098 20430301 18291.76 0 0 0 0 0 Full Two Years Two Months
468 0 20430401 9753.38 5248.78 0 0 0 0 Full Two Years Two Months
469 0 20430401 0 0 0 15230.82 0 0 Full Two Years Two Months
470 0 20430501 16632.78 0 0 0 0 0 Full Two Years Two Months
471 0 20430401 12916.67 27982.08 0 0 0 0 Full Two Years Two Months
472 0 20430401 14500 0 0 0 0 0 Full Two Years Two Months
473 0 20430301 10833.04 0 0 0 0 0 Full Two Years Two Months
474 0 20430401 10410.42 0 0 0 0 0 Full Two Years Two Months
475 0 20430401 11348.48 0 0 13675.65 0 0 Full Two Years Two Months
476 0 20430401 8903.25 0 0 5418.21 0 0 Full Two Years Two Months
477 0 20430301 0 0 0 0 0 0 Full Two Years Two Months
478 0 20430401 17916.67 0 0 0 0 0 Full Two Years Two Months
479 0 20430401 9875 0 0 9193.58 0 0 Full Two Years Two Months
480 0 20430301 11699.43 0 0 0 0 0 Full Two Years Two Months
481 0 20430401 15164.61 0 12557.51 0 0 0 Full Two Years Two Months
482 30516 20430401 45191.25 0 0 0 0 0 Full Two Years Two Months
483 0 20430401 38293.95 0 0 0 0 0 Full Two Years Two Months
484 0 20430401 11057 0 0 0 0 0 Full Two Years Two Months
485 0 20430301 17275.99 0 0 14121.58 0 0 Full Two Years Two Months
486 0 20430401 12033.33 0 0 11666.67 0 0 Full Two Years Two Months
487 0 20430301 21395.83 0 0 9628.51 0 0 Full Two Years Two Months
488 0 20430401 3000 17194.2 11811.78 0 0 0 Full Two Years Two Months
489 0 20430301 28927.92 0 0 0 0 0 Full Two Years Two Months
490 0 20430401 12146.33 0 0 7455.74 0 0 Full Two Years Two Months
491 0 20430401 22588.33 16138.39 0 13645.05 0 0 Full Two Years Two Months
492 0 20430401 7330.26 0 0 8082.53 0 0 Full Two Years Two Months
493 0 20430401 17165.67 0 0 0 0 0 Full Two Years Two Months
494 0 20430301 18750 0 0 0 0 0 Full Two Years Two Months
495 0 20430501 23731.83 0 0 0 0 0 Full Two Years Two Months
496 0 20430401 2228.5 0 0 7324.66 0 0 Full Two Years Two Months
497 0 20430401 49684 0 0 0 0 0 Full Two Years Two Months
498 0 20430401 25926.64 0 0 0 0 0 Full Two Years Two Months
499 100000 20430301 38883.77 0 0 0 0 0 Full Two Years Two Months
500 0 20430401 22884.31 0 0 0 0 0 Full Two Years Two Months
501 0 20430301 15666.67 0 0 0 0 0 Full Two Years Two Months
502 0 20430401 17055.66 0 0 0 0 0 Full Two Years Two Months
503 0 20430401 2563 0 0 0 0 0 Full Two Years Two Months
504 0 20430401 5466.93 0 0 4013.41 0 0 Full Two Years Two Months
505 0 20430401 8696.83 0 9932.03 0 0 0 Full Two Years Two Months
506 0 20430401 22916.67 19993.75 0 0 0 0 Full Two Years Two Months
507 197484 20430301 11106.69 0 0 0 0 0 Full Two Years Two Months
508 0 20430301 17751.06 0 0 0 0 0 Full Two Years Two Months
509 0 20430401 16666.68 0 0 0 0 0 Full Two Years Two Months
510 0 20430401 44470.5 0 0 0 0 0 Full Two Years Two Months
511 0 20430201 26818.88 0 0 13736.67 0 0 Full Two Years Two Months
512 0 20430201 0 0 0 10971.63     Full Two Years Two Months
513 0 20430201 31166.66 0 0 13519.25     Full Two Years Two Months
514 0 20430401 45176.7 0 0 0 0 0 Full Two Years Two Months
515 0 20430401 9211.5 0 7115.58 0 0 0 Full Two Years Two Months
516 0 20430401 18750.01 0 0 0 0 0 Full Two Years Two Months
517 0 20430401 12075.02 5179.17 0 0 0 0 Full Two Years Two Months
518 28536 20430401 8882.67 0 0 5788.03 0 0 Full Two Years Two Months
519 0 20430401 47608 0 0 0 0 0 Full Two Years Two Months
520 0 20430301 29165.98 0 0 0 0 0 Full Two Years Two Months
521 0 20430401 4662.08 0 0 19944.13 0 0 Full Two Years Two Months
522 0 20430401 9073.98 0 0 10416.67 2397.65 0 Full Two Years Two Months
523 0 20430401 36800 0 0 0 0 0 Full Two Years Two Months
524 0 20430401 110716.85 0 0 0 0 0 Full Two Years Two Months
525 0 20430401 21064 2191.96 0 0 0 0 Full Two Years Two Months
526 0 20430401 27284.64 0 0 0 0 0 Full Two Years Two Months
527 0 20430301 21470.83 7507.8 0 0 0 0 Full Two Years Two Months
528 0 20430301 16666.66 0 0 0 0 0 Full Two Years Two Months
529 174000 20430401 20833.34 0 0 0 0 0 Full Two Years Two Months
530 0 20430401 14682.56 0 0 0 0 0 Full Two Years Two Months
531 0 20430401 12500 13583.33 0 0 0 0 Full Two Years Two Months
532 0 20430501 20833.34 0 0 0 0 0 Full Two Years Two Months
533 180000 20430301 23752.26 8416.67 0 0 0 0 Full Two Years Two Months
534 0 20430301 0 0 0 7400 4702 0 Full Two Years Two Months
535 0 20430401 42716.21 0 0 0 0 0 Full Two Years Two Months
536 0 20430401 20833.34 0 0 0 0 0 Full Two Years Two Months
537 29870 20430401 13361.74 0 0 0 0 0 Full Two Years Two Months
538 0 20430401 15000 0 0 0 0 0 Full Two Years Two Months
539 171750 20430301 54977.3 0 0 0 0 0 Full Two Years Two Months
540 0 20430401 23076.54 0 0 0 0 0 Full Two Years Two Months
541 0 20430201 82695.92 0 0 0 0 0 Full Two Years Two Months
542 0 20430201 23154.17 0 0       Full Two Years Two Months
543 0 20430201 12032.08 0 0 11854.18 0 0 Full Two Years Two Months
544 0 20430501 26529.96 0 0 0 0 0 Full Two Years Two Months
545 0 20430301 33041.67 0 0 0 0 0 Full Two Years Two Months
546 0 20430401 96197.96 0 0 13940 0 0 Full Two Years Two Months
547 0 20430401 20833.33 36908.79 0 0 0 0 Full Two Years Two Months
548 0 20430401 12800.22 0 0 0 0 0 Full Two Years Two Months
549 0 20430401 0 0 0 0 0 0 Full Two Years Two Months
550 0 20430401 13583.33 0 0 5295.84 0 0 Full Two Years Two Months
551 0 20430401 14000 0 0 0 0 0 Full Two Years Two Months
552 0 20430401 6562.23 0 0 16735.33 0 0 Full Two Years Two Months
553 0 20430401 16362.33 0 0 0 0 0 Full Two Years Two Months
554 0 20430401 12454 0 0 0 0 0 Full Two Years Two Months
555 0 20430401 12528 2428 0 0 0 0 Full Two Years Two Months
556 0 20430401 52721.47 0 0 0 0 0 Full Two Years Two Months
557 0 20430501 9048 0 0 4556.38 0 0 Full Two Years Two Months
558 0 20430401 7498.18 0 0 27032.5 0 0 Full Two Years Two Months
559 0 20430401 10606.95 0 0 0 0 0 Full Two Years Two Months
560 0 20430401 30061.23 0 0 0 0 0 Full Two Years Two Months
561 0 20430401 21283.66 0 0 13461.54 0 0 Full Two Years Two Months
562 0 20430401 59138.67 0 0 10486.75 0 0 Full Two Years Two Months
563 0 20430401 17083.33 0 0 0 0 0 Full Two Years Two Months
564 0 20430401 16333.33 0 0 0 0 0 Full Two Years Two Months
565 0 20430401 10441.8 0 0 0 0 0 Full Two Years Two Months
566 0 20430301 18025.58 0 0 0 0 0 Full Two Years Two Months
567 0 20430301 16330.67 0 0 0 0 0 Full Two Years Two Months
568 0 20430401 18449.75 0 0 29916.67 0 0 Full Two Years Two Months
569 0 20430401 16251.83 9844.45 0 0 0 0 Full Two Years Two Months
570 0 20430401 16804.4 0 0 0 0 0 Full Two Years Two Months
571 0 20430301 6779.5 0 0 6661.95 0 0 Full Two Years Two Months
572 122858.14 20430301 1795.25 0 0 0 0 0 Full Two Years Two Months
573 0 20430301 6972.63 0 0 14929.42 0 0 Full Two Years Two Months

 

A-1
 

 

APPENDIX A

 

MODIFICATIONS TO THE FLOW SERVICING AGREEMENT

 

1.             The definition of “Assumed Principal Balance” in Section 1 is revised to read in its entirety as follows:

 

Assumed Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all amounts previously distributed to the Owner with respect to the Mortgage Loan pursuant to Subsection 11.15 and representing (a) payments or other recoveries of principal or (b) advances of scheduled principal payments made pursuant to Subsection 11.17.”

 

2.             The definition of “Business Day” in Section 1 is revised to read in its entirety as follows:

 

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, the State of New Jersey, the State of California, the State of Delaware, the State of Maryland or the State of Minnesota, or (iii) a day on which banks in the State of New York, the State of New Jersey, the State of California, the State of Delaware, the State of Maryland or the State of Minnesota are authorized or obligated by law or executive order to be closed.”

 

3.            The definition of “Closing Date” in Section 1 is revised to read in its entirety as follows:

 

Closing Date: May 23, 2013, except with respect to Section 3 and the Servicer Acknowledgement(s).”

 

4.            The definition of “Cut-off Date” in Section 1 is revised to read in its entirety as follows:

 

Cut-off Date: May 1, 2013, except with respect to the Servicer Acknowledgement(s).”

 

5.            The definition of “Eligible Account” in Section 1 is revised to read in its entirety as follows:

 

A-1
 

 

Eligible Account: Any account or accounts maintained with a federal or state chartered depository institution or trust company the debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) satisfy each of the following criteria: (1) the short-term unsecured debt obligations of such entity are rated in the highest rating category of Fitch Ratings, Inc. (“Fitch”) and Standard & Poor’s Ratings Services (“S&P”) and the long-term unsecured debt obligations of such entity are rated in one of the two highest rating categories of Fitch and S&P and (2) if the unsecured debt obligations of such entity are rated by Kroll Bond Rating Agency, Inc. (“KBRA”), then the short-term unsecured debt obligations of such entity are rated in the highest rating category of KBRA and the long-term unsecured debt obligations of such entity are rated in one of the three highest rating categories of KBRA. If the ratings no longer satisfy each of these criteria, the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within 30 days of such downgrade. Eligible Accounts may bear interest.

 

6.           The definition of “Eligible Investments” in Section 1 is revised to read in its entirety as follows:

 

Eligible Investments: Any one or more of the following obligations or securities:

 

(i)          direct obligations of, and obligations fully guaranteed by the United States of America which are backed by the full faith and credit of the United States of America;

 

(ii)         (a) demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days are rated “A-1+” by S&P) and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

 

(iii)        repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i)  above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;

 

(iv)        securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days are rated “A-1+” by S&P), in each case at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;

 

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(v)         commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days are rated “A-1+” by S&P), in each case at the time of such investment; and

 

(vi)        any money market funds rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided that, with respect to S&P, shares of a money market fund are rated “AAAm”);

 

provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.

 

7.            The definition of “First Remittance Date” in Section 1 is revised to read in its entirety as follows:

 

First Remittance Date: June 20, 2013.”

 

8.            A new definition of “MERS Event” is hereby added to Section 1, to be inserted alphabetically and to read in its entirety as follows:

 

MERS Event: The occurrence of any of the following events:

 

(i)          a Monthly Payment on a MERS Mortgage Loan has not been received within 60 days of its Due Date;

 

(ii)         a court of competent jurisdiction in a particular state rules that MERS is not an appropriate, permissible or authorized system for transferring ownership of Mortgage Loans in that state; or

 

(iii)        (A) 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, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against MERS, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (B) MERS shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to MERS or of or relating to all or substantially all of its property; or (C) MERS shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

 

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With respect to the event described in clause (ii), a MERS Event will be deemed to have occurred with respect to all Mortgage Loans in the related state, and with respect to any of the events described in clause (iii), a MERS Event will be deemed to have occurred with respect to all of the Mortgage Loans.”

 

9.          The definition of “Principal Prepayment Period” in Section 1 is revised to read in its entirety as follows:

 

Principal Prepayment Period: As to any Remittance Date and any partial Principal Prepayment, the calendar month preceding the calendar month in which such Remittance Date occurs. As to any Remittance Date and any Principal Prepayment in full, the period commencing on the 15th day of the month preceding the month in which such Remittance Date occurs through the 14th day of the month in which such Remittance Date occurs; provided that, with respect to the June 2013 Remittance Date Principal Prepayment in full, the Principal Prepayment Period shall be the period beginning on May 1, 2013 through June 14, 2013.”

 

10.         The definition of “Remittance Date” in Section 1 is revised to read in its entirety as follows:

 

Remittance Date: The 20th day (or if such 20th day is not a Business Day the first Business Day immediately preceding such 20th day) of any month, beginning with the First Remittance Date.”

 

11.         A new definition of “Servicing Administrator” is hereby added to Section 1, to be inserted alphabetically and to read in its entirety as follows:

 

Servicing Administrator: Redwood Residential Acquisition Corporation or its successor in interest.”

 

12.         Owner Representation Correction

 

In the first sentence of Subsection 7.02(a), the phrase “federal savings bank” is replaced by the phrase “Delaware corporation” and the term “United States” is replaced by the term “Delaware”.

 

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13.          Subsection 11.01(e), first sentence is revised to read in its entirety as follows:

 

“Consistent with the terms of this Agreement, and subject to the REMIC Provisions if the Mortgage Loans have been transferred to a REMIC, the Servicer 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; provided, however, that the Servicer shall not enter into any payment plan or agreement to modify payments with a Mortgagor lasting more than six (6) months or permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Initial Rate Cap (if applicable), the Periodic Rate Cap (if applicable) or the Gross Margin (if applicable), agree to the capitalization of arrearages, including interest, fees or expenses owed under the Mortgage Loan, make any future advances or extend the final maturity date with respect to such Mortgage Loan (provided that the Servicer shall in no event extend the final maturity date past June 25, 2043 or, if such 25th day is not a Business Day, the next succeeding Business Day), or accept substitute or additional collateral or release any collateral for such Mortgage Loan, unless (1) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, (2) the modification is in accordance with the customary procedures of the Servicer, which may change from time to time, or industry-accepted programs, and (3) the Owner has approved such action.”

 

14.         Subsection 11.03, third sentence is revised to read in its entirety as follows:

 

“Mortgage Loan payments received by the Servicer will be deposited into a clearing account that is insured by the FDIC on the same day of receipt, unless such payments are received after 4:00 p.m. New York time, in which case such payments will be deposited on the following Business Day.”

  

15.         Subsection 11.04, first sentence of the first paragraph is revised to read in its entirety as follows:

 

“The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “Wilmington Trust, National Association, in trust for the holders of Sequoia Mortgage Trust 2013-7 Mortgage Pass-Through Certificates.”

 

16.          Subsection 11.04, subclause (f) of the second paragraph is revised to read in its entirety as follows:

 

“(f)          any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15, 11.17, 11.19 and 11.25.”

 

17.          Notwithstanding anything to the contrary in the Flow Servicing Agreement, any Custodial Accounts established by the Servicer pursuant to Subsection 11.04 of the Flow Servicing Agreement shall qualify as Eligible Accounts as defined in the Pooling and Servicing Agreement.

 

18.           Paragraphs (b), (c), (d) and (f) of Subsection 11.05 are revised to read in their entirety as follows, and paragraph (j) is added after paragraph (i) of Subsection 11.05 as follows:

 

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(b)          to reimburse the Servicing Administrator for P&I Advances, the Servicing Administrator’s right to reimbursement pursuant to this subclause (b) 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 Servicer from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Servicing Administrator’s right thereto shall be prior to the rights of the Owner with respect to such Mortgage Loan;

 

(c)          to reimburse itself or the Servicing Administrator for any unpaid portion of any Servicing Fees and for unreimbursed Servicing Advances made by the Servicer or the Servicing Administrator, the Servicer’s right to reimburse itself or the Servicing Administrator pursuant to this subclause (c) 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 Servicer from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the rights of the Servicer and Servicing Administrator thereto shall be prior to the rights of the Owner unless the Servicing Administrator is required to pay the Prepayment Interest Shortfall pursuant to Subsection 11.15, in which case the Servicing Administrator’s right to such reimbursement shall be subsequent to the payment to the Owner of such shortfall;

 

(d)          to reimburse itself or the Servicing Administrator for unreimbursed Servicing Advances, to the extent that such amounts are nonrecoverable (as certified by the Servicer or the Servicing Administrator, as applicable, to the Owner in an Officer’s Certificate) by the Servicer or the Servicing Administrator, as applicable, pursuant to subclause (c) above;

 

. . .

 

(f)          to reimburse the Servicing Administrator for unreimbursed P&I Advances, to the extent that such amounts are nonrecoverable (as certified by the Servicing Administrator to the Owner in an Officer’s Certificate) by the Servicing Administrator pursuant to subclause (b) above;

 

. . .

 

(j)          to reimburse itself or the Servicing Administrator for P&I Advances and Servicing Advances that were added to the outstanding principal balance of a Mortgage Loan in connection with a modification of such Mortgage Loan to capitalize arrearages; provided, that the Servicer and the Servicing Administrator shall be entitled to be reimbursed for these amounts only from the principal collections on the Mortgage Loans;

 

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19.         Amendments to Subsection 11.13

 

(a)          Subsection 11.13 is revised by deleting the first sentence and replacing it in its entirety with the following:

 

“Subject to Subsection 11.02, in the event that title to the 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 trust created by the Pooling and Servicing Agreement, where permitted by applicable law or regulation and consistent with Customary Servicing Procedures, and otherwise, in the name of the trustee of the Trust or its nominee.”

 

(b)          Subsection 11.13 is further revised to add the following paragraphs at the end of the section:

 

“The REO Property must be sold within three years following the end of the calendar year of the date of acquisition if a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, unless (i) the Owner shall have been supplied with an Opinion of Counsel (at the expense of the Servicing Administrator) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Owner as to progress being made in selling such REO Property.

 

Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the related trust of any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.”

 

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20.         Servicer Reports. The Servicer shall provide monthly reports to the Purchaser pursuant to Subsection 11.16 in the formats attached hereto as Exhibits 4 and 5, or in such other format as the Servicer, the Purchaser and the Depositor shall agree in writing. No later than two (2) Business Days following the end of each Principal Prepayment Period, the Servicer shall furnish to the Master Servicer a monthly report in a mutually agreed format containing such information regarding prepayments in full on Mortgage Loans during the applicable Principal Prepayment Period as the Servicer and the Master Servicer shall mutually agree.

 

21.         Subsection 11.17 is revised to read in its entirety as follows:

 

“Subsection 11.17         Advances by the Servicer or Servicing Administrator.

 

No later than two Business Days immediately preceding each related Remittance Date, the Servicer shall either (a) deposit in the Custodial Account from funds provided by the Servicing Administrator pursuant to Subsection 11.25 an amount equal to the aggregate amount of 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 immediately preceding Determination Date, (b) cause to be made an appropriate entry in the records of the Custodial Account that amounts held for future distribution have been, as permitted by this Subsection 11.17, used by the Servicer in discharge of any such P&I Advance or (c) make P&I Advances in the form of any combination of (a) or (b) aggregating the total amount of advances to be made, subject to Subsection 11.25. Any amounts held for future distribution and so used shall be replaced by the Servicing Administrator 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 Owner required to be made on such Remittance Date. The Servicing Administrator’s obligation to make P&I Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of a Mortgage Loan, or through the last related Remittance Date prior to the Remittance Date for the distribution of all other payments or recoveries (including proceeds under any title, hazard or other insurance policy, or condemnation awards) with respect to a Mortgage Loan; provided, however, that such obligation shall cease if the Servicing Administrator, in its good faith judgment, determines that such P&I Advances would not be recoverable pursuant to Subsection 11.05(b). The determination by the Servicing Administrator that a P&I Advance, if made, would be nonrecoverable, shall be evidenced by an Officer’s Certificate of the Servicing Administrator delivered to the Owner, which details the reasons for such determination. Neither the Servicing Administrator nor the Servicer shall have any obligation to advance amounts in respect of shortfalls relating to the Servicemembers Civil Relief Act and similar state and local laws.

 

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22.         The first sentence of Subsection 11.18 is revised to read in its entirety as follows:

 

“The Servicer will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided that, subject to the Owner’s prior approval for the release of liability from the original borrower, the Servicer shall permit such assumption if so required in accordance with the terms of the Mortgage or the Mortgage Note.”

 

23.         The Flow Servicing Agreement is modified by adding a new Subsection 11.26 which reads in its entirety as follows:

 

“Subsection 11.26 Compliance with REMIC Provisions.

 

If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contribution” to a REMIC set forth in Section 860G(d) of the Code unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actions) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.”

 

24.         The Flow Servicing Agreement is modified by adding a new subsection 11.27 which reads in its entirety as follows:

 

“Subsection 11.27 MERS Event.

 

The Servicer shall prepare and submit an assignment to remove from the MERS System each MERS Mortgage Loan that is subject to a MERS Event within 15 Business Days of the occurrence of such MERS Event. The Servicer shall notify the Master Servicer and Trustee upon the removal of a MERS Mortgage Loan from the MERS System.”

 

25.         The first sentence of Subsection 12.01(b) is revised to read in its entirety as follows:

 

The Servicer shall promptly notify the Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees.

 

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26.         Subsection 12.04 is revised to read in its entirety as follows:

 

“Subsection 12.04         Servicer Not to Resign.

 

The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Owner or upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. No such resignation of or assignment by the Servicer shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Subsection 14.02.”

 

27.         Broker’s Price Opinion. If, in accordance with the Pooling and Servicing Agreement, the Trustee has received notice that any governmental entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain, and if there is no longer a Controlling Holder, the Servicer, promptly upon the request and at the expense of the Trustee, shall obtain a valuation on the related Mortgaged Property in the form of a broker’s price opinion, and provide the results of such valuation to the Trustee.

 

28.         Report on Assessment of Compliance and Attestation. The Servicer shall disclose, and shall cause each Subservicer and Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB to disclose, as part of each assessment of compliance with the Servicing Criteria delivered pursuant to Subsection 2.05 of Addendum I of the Flow Servicing Agreement: (i) the extent and scope of any material instance of noncompliance, including any material impacts or effects as a result of a material instance of noncompliance, that have affected payments or expected payments on the certificates issued pursuant to the Pooling and Servicing Agreement; (ii) whether a material instance of noncompliance involved any certificate issued pursuant to the Pooling and Servicing Agreement; and (iii) its plans, if any, or actions already undertaken, for remediating a material instance of noncompliance or the impacts caused by such material instance of noncompliance.

 

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EXHIBIT 4

 

FORM OF MONTHLY LOSS REPORT

 

Exhibit : Calculation of Realized Loss/Gain Form 332– Instruction Sheet

NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.

 

(a)          

 

(b)          The numbers on the 332 form correspond with the numbers listed below.

 

Liquidation and Acquisition Expenses:

1.The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  

2.The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

 

3.Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

 

4-12.Complete as applicable. Required documentation:

 

*For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.

 

*For escrow advances - complete payment history

 

(to calculate advances from last positive escrow balance forward)

 

*Other expenses -  copies of corporate advance history showing all payments

 

*REO repairs > $1500 require explanation

 

*REO repairs >$3000 require evidence of at least 2 bids.

 

*Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate

 

*Unusual or extraordinary items may require further documentation.

 

13.         The total of lines 1 through 12.

 

(c)          Credits:

 

14-21.     Complete as applicable. Required documentation:

 

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* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

 

Letter of Proceeds Breakdown.

 

*Copy of EOB for any MI or gov't guarantee

 

*All other credits need to be clearly defined on the 332 form

 

22.The total of lines 14 through 21.

 

PleaseNote:For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.

 

Total Realized Loss (or Amount of Any Gain)

 

23.The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ).

 

A-2
 

 

Exhibit 3A: Calculation of Realized Loss/Gain Form 332

  

Prepared by:     Date:  

Phone:     Email Address:

 

Servicer Loan No.

 

 

Servicer Name

 

Servicer Address

 

 

  

WELLS FARGO BANK, N.A. Loan No._____________________________

 

Borrower's Name:  
Property Address:  

  

Liquidation Type:  REO Sale  3rd Party Sale Short Sale Charge Off
       
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If “Yes”, provide deficiency or cramdown amount _______________________________________________________  

 

Liquidation and Acquisition Expenses:        
(1) Actual Unpaid Principal Balance of Mortgage Loan   $   (1)
(2) Interest accrued at Net Rate       (2)
(3) Accrued Servicing Fees       (3)
(4) Attorney's Fees       (4)
(5) Taxes (see page 2)       (5)
(6) Property Maintenance       (6)
(7) MI/Hazard Insurance Premiums (see page 2)       (7)
(8) Utility Expenses       (8)
(9) Appraisal/BPO       (9)
(10) Property Inspections       (10)
(11) FC Costs/Other Legal Expenses       (11)
(12) Other (itemize)       (12)
  Cash for Keys__________________________       (12)
  HOA/Condo Fees_______________________       (12)
  ______________________________________       (12)
           
  Total Expenses   $   (13)
Credits:        
(14) Escrow Balance   $   (14)
(15) HIP Refund       (15)
(16) Rental Receipts       (16)
(17) Hazard Loss Proceeds       (17)
(18) Primary Mortgage Insurance / Gov’t Insurance       (18a)
HUD Part A       (18b)
HUD Part B        
(19) Pool Insurance Proceeds       (19)
(20) Proceeds from Sale of Acquired Property       (20)
(21) Other (itemize)       (21)
  ____________________________________________________       (21)
           
  Total Credits   $   (22)
Total Realized Loss (or Amount of Gain)   $   (23)

 

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Escrow Disbursement Detail

  

Type

(Tax /Ins.)

Date Paid Period of Coverage Total Paid Base Amount Penalties Interest
             
             
             
             
             
             
             
             

  

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EXHIBIT 5

 

FORM OF DELINQUENCY REPORTING

 

Exhibit : Standard File Layout – Delinquency Reporting

 

*The column/header names in bold are the minimum fields Wells Fargo must receive from every Servicer 

Column/Header Name Description Decimal Format
Comment
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR    
LOAN_NBR A unique identifier assigned to each loan by the originator.    
CLIENT_NBR Servicer Client Number    
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to identify a group of loans in their system.    
BORROWER_FIRST_NAME First Name of the Borrower.    
BORROWER_LAST_NAME Last name of the borrower.    
PROP_ADDRESS Street Name and Number of Property    
PROP_STATE The state where the  property located.    
PROP_ZIP Zip code where the property is located.    
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.   MM/DD/YYYY
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)    
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed.   MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.    
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing.    
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by the courts   MM/DD/YYYY
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.   MM/DD/YYYY
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer   MM/DD/YYYY
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;    

 

 

A-5
 

 

Column/Header Name Description Decimal Format
Comment
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close   MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed   MM/DD/YYYY
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.   MM/DD/YYYY
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure   MM/DD/YYYY
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action   MM/DD/YYYY
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur.   MM/DD/YYYY
FRCLSR_SALE_DATE The actual date of the foreclosure sale.   MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or dollar signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the borrower.   MM/DD/YYYY
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property from the borrower.   MM/DD/YYYY
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar signs ($)
LIST_DATE The date an REO property is listed at a particular price.   MM/DD/YYYY
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or dollar signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer.   MM/DD/YYYY
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close.   MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale   MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.    
PROP_CONDITION_CODE A code that indicates the condition of the property.    
PROP_INSPECTION_DATE The date a  property inspection is performed.   MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done.   MM/DD/YYYY

  

A-6
 

 

Column/Header Name Description Decimal Format
Comment
CURR_PROP_VAL  The current "as is" value of the property based on brokers price opinion or appraisal. 2  
REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal. 2  
If applicable:      
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan    
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a loan.   Code indicates the reason why the loan is in default for this cycle.    
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.   MM/DD/YYYY
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed   No commas(,) or dollar signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment   MM/DD/YYYY
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or dollar signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company   MM/DD/YYYY
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or dollar signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool Insurer   MM/DD/YYYY
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE  Date FHA Part A Claim Was Filed With HUD   MM/DD/YYYY
FHA_PART_A_CLAIM_AMT  Amount of FHA Part A Claim Filed 2 No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE  Date HUD Disbursed Part A Claim Payment   MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT  Amount HUD Paid on Part A Claim 2 No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE

Date FHA Part B Claim Was Filed With HUD

  MM/DD/YYYY
FHA_PART_B_CLAIM_AMT   Amount of FHA Part B Claim Filed 2 No commas(,) or dollar signs ($)

  

A-7
 

 

Column/Header Name Description Decimal Format
Comment
FHA_PART_B_CLAIM_PAID_DATE    Date HUD Disbursed Part B Claim Payment   MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT  Amount HUD Paid on Part B Claim 2 No commas(,) or dollar signs ($)
VA_CLAIM_FILED_DATE  Date VA Claim Was Filed With the Veterans Admin   MM/DD/YYYY
VA_CLAIM_PAID_DATE

Date Veterans Admin. Disbursed VA Claim Payment

  MM/DD/YYYY
VA_CLAIM_PAID_AMT

Amount Veterans Admin. Paid on VA Claim

 
2 No commas(,) or dollar signs ($)
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,) or dollar signs ($)
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA    
REO_PROCEEDS The net proceeds from the sale of the REO property.     No commas(,) or dollar signs ($)
BPO_DATE The date the BPO was done.    
CURRENT_FICO The current FICO score    
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard Insurance Company. 10 MM/DD/YYYY
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,) or dollar signs ($)
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim payment. 10 MM/DD/YYYY
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. 11 No commas(,) or dollar signs ($)
ACTION_CODE Indicates loan status   Number
NOD_DATE     MM/DD/YYYY
NOI_DATE     MM/DD/YYYY
ACTUAL_PAYMENT_PLAN_START_DATE     MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE      
ACTUAL_REO_START_DATE     MM/DD/YYYY
REO_SALES_PRICE     Number
REALIZED_LOSS/GAIN As defined in the Servicing Agreement   Number

 

A-8
 

 

Exhibit 2: Standard File Codes – Delinquency Reporting

 

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:

· ASUM- Approved Assumption
· BAP- Borrower Assistance Program
· CO- Charge Off
· DIL- Deed-in-Lieu
· FFA- Formal Forbearance Agreement
· MOD- Loan Modification
· PRE- Pre-Sale
· SS- Short Sale
· MISC- Anything else approved by the PMI or Pool Insurer

 

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.

 

The Occupant Code field should show the current status of the property code as follows:

·Mortgagor
·Tenant
·Unknown
·Vacant

 

The Property Condition field should show the last reported condition of the property as follows:

·Damaged
·Excellent
·Fair
·Gone
·Good
·Poor
·Special Hazard
·Unknown

 

A-9
 

 

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

 

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

 

Delinquency Code Delinquency Description
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor’s family member
004 FNMA-Death of mortgagor’s family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration

A-10
 

 

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

 

The FNMA Delinquent Status Code field should show the Status of Default as follows:

 

Status Code Status Description
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran’s Affairs-No Bid
63 Veteran’s Affairs-Refund
64 Veteran’s Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy

A-11

EX-10.2 7 v345546_ex10-2.htm GEORGE MASON ARW

Exhibit 10.2

 

EXECUTION COPY

  

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT

 

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 23rd day of May, 2013, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), and George Mason Mortgage, LLC, a Virginia limited liability company (“George Mason”).

 

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1 annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2012, between Assignor and George Mason (the “Purchase Agreement”) as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

 

Assignment

 

1.          Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by George Mason pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

2.          Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by George Mason pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, Depositor is released from all obligations under the Purchase Agreement, and Assignee hereby accepts such assignment from Depositor.

 

3.          George Mason hereby acknowledges the foregoing assignments.

 

Representations and Warranties

 

4.          Assignor warrants and represents to, and covenants with, Depositor, Assignee and George Mason as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

  

 
 

  

(b)          Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of the representations and warranties to Assignee as contemplated herein, Assignee shall have good title to such representations and warranties under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

 

(c)          There are no offsets, counterclaims or other defenses available to George Mason with respect to the Purchase Agreement;

 

(d)          Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

 

(e)          Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(f)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

5.          Depositor warrants and represents to, and covenants with, Assignor, Assignee and George Mason that as of the date hereof:

 

(a)          Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

  

2
 

  

(b)          Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(c)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

 

6.          Assignee warrants and represents to, and covenants with, Assignor, Depositor and George Mason that as of the date hereof:

 

(a)          Wilmington Trust, National Association, in its individual capacity is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

 

(b)          Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

 

7.          George Mason warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

 

3
 

  

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

(b)          George Mason is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

 

(c)          George Mason has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of George Mason’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of George Mason’s charter or by-laws or any legal restriction, or any material agreement or instrument to which George Mason is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which George Mason or its property is subject. The execution, delivery and performance by George Mason of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of George Mason. This Agreement has been duly executed and delivered by George Mason and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of George Mason enforceable against George Mason in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(d)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by George Mason in connection with the execution, delivery or performance by George Mason of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

Restated George Mason Representations and Warranties

 

8.          Pursuant to Section 32(d) of the Purchase Agreement, George Mason hereby restates to Depositor and Assignee (a) the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement as of the related Closing Date and (b) the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement as of the date hereof, as if such representations and warranties were set forth herein in full.

 

In the event of a breach of any representations and warranties referred to in clauses (a) or (b) above as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel George Mason to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

  

4
 

  

Recognition of Assignee

 

9.          From and after the date hereof, subject to Section 10 below, George Mason shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time, as if Assignee and George Mason had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement.

 

Enforcement of Rights

 

10.         (a)          Controlling Holder Rights. George Mason agrees and acknowledges that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its capacity as the initial Controlling Holder (as defined in the Pooling and Servicing Agreement) pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee’s rights as Purchaser under the following section of the Purchase Agreement:

 

Purchase Agreement:

 

Section or Subsection Matter
   
7.03, other than 7.03(c) Repurchase and Substitution

  

(b)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.

 

Amendments to Purchase Agreement

 

11.         The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

 

(a)          Definitions.

 

(i)          The definitions of “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

 

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Delaware, Maryland, Minnesota, Missouri, New York or the Commonwealth of Virginia, (iii) a day on which banks in the states of California, Delaware, Maryland, Minnesota, Missouri, New York or the Commonwealth of Virginia, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.

  

5
 

  

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held in the Custodial Account for future distribution in connection with such Mortgage Loan.

 

(b)          The following sentence shall be added as the new third sentence of Subsection 7.03(a):

 

Each determination as to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis.

 

(c)          The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

 

Miscellaneous

 

12.         All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

 

(a)          In the case of George Mason,

 

George Mason Mortgage, LLC
4100 Monument Corner Drive, Suite 100
Fairfax, VA 22030
Attention: Sue Spinetta

 

(b)          In the case of Assignee,

 

Wilmington Trust, National Association
1100 North Market Street
Rodney Square North
Wilmington, DE 19890
Attention: Dorri Costello

  

6
 

  

(c)          In the case of Depositor,

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(d)          In the case of Assignor,

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(e)          In the case of Master Servicer,

 

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Attention: Client Manager — Sequoia Mortgage Trust 2013-7

 

(f)          In the case of the initial Controlling Holder,

 

Sequoia Mortgage Funding Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

13.         This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

  

7
 

  

14.         No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

15.         This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or George Mason may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or George Mason, respectively, hereunder.

 

16.         This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by George Mason pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

 

17.         This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

18.         The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. George Mason hereby consents to such exercise and enforcement.

 

19.         It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by Wilmington Trust, National Association (“Wilmington Trust”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Assignee is made and intended not as a personal undertaking or agreement of or by Wilmington Trust but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wilmington Trust in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

8
 

  

20.         Master Servicer. George Mason hereby acknowledges that the Assignee has appointed Wells Fargo Bank, N.A. to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of George Mason hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

 

George Mason shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #3970771416

Account Name: SAS Clearing

FFC: Account #46446300, Sequoia Mortgage Trust 2013-7 Distribution Account

 

21.         George Mason acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, George Mason shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

 

22.         Rule 17g-5 Compliance. George Mason hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2013-7” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify George Mason in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. George Mason shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between George Mason, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to George Mason or (ii) such Rating Agency’s or NRSRO’s evaluation of George Mason’s operations in general; provided, however, that George Mason shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

 

 

9
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION CORPORATION
  Assignor
   
  By:  
  Name:  
  Title:  
   
  SEQUOIA RESIDENTIAL FUNDING, INC.
  Depositor
   
  By:  
  Name:  
  Title:  
   
  WILMINGTON TRUST, NATIONAL ASSOCIATION,
  not in its individual capacity but solely as Trustee,
  Assignee
   
  By:  
  Name:  
  Title:  
   
  GEORGE MASON MORTGAGE, LLC
   
  By:  
  Name:  
  Title:  

  

Accepted and agreed to by:  
   
WELLS FARGO BANK, N.A.  
Master Servicer  
   
By:    
Name:    
Title:    

 

Signature Page – Assignment of Representations and Warranties – George Mason (SEMT 2013-7)

 

 
 

 

ATTACHMENT 1

 

MORTGAGE LOAN SCHEDULE

  

  1 2 3 4 5 6 7 8 9 10 11
  Primary Servicer Servicing Fee % Servicing Fee—Flatdollar Servicing Advance Methodology Originator Loan Group Loan Number Amortization Type Lien Position HELOC Indicator Loan Purpose
1 1000383 0.002500     George Mason   10000010607 1 1 0 9
2 1000383 0.002500     George Mason   10000010406 1 1 0 6
3 1000383 0.002500     George Mason   10000010402 1 1 0 9
4 1000383 0.002500     George Mason   10000010231 1 1 0 7
5 1000383 0.002500     George Mason   10000010096 1 1 0 7
6 1000383 0.002500     George Mason   10000009848 1 1 0 7
7 1000383 0.002500     George Mason   10000009834 1 1 0 7
8 1000383 0.002500     George Mason   10000009696 1 1 0 9
9 1000383 0.002500     George Mason   10000009496 1 1 0 9
10 1000383 0.002500     George Mason   10000009300 1 1 0 7
11 1000383 0.002500     George Mason   10000008936 1 1 0 7
12 1000383 0.002500     George Mason   10000008828 1 1 0 7
13 1000383 0.002500     George Mason   10000008804 1 1 0 9
14 1000383 0.002500     George Mason   10000008736 1 1 0 9
15 1000383 0.002500     George Mason   10000008713 1 1 0 6
16 1000383 0.002500     George Mason   10000008581 1 1 0 6
17 1000383 0.002500     George Mason   10000008521 1 1 0 9
18 1000383 0.002500     George Mason   10000008360 1 1 0 9
19 1000383 0.002500     George Mason   10000008139 1 1 0 7
20 1000383 0.002500     George Mason   10000008066 1 1 0 3
21 1000383 0.002500     George Mason   10000007929 1 1 0 9
22 1000383 0.002500     George Mason   10000007870 1 1 0 9
23 1000383 0.002500     George Mason   10000007827 1 1 0 9
24 1000383 0.002500     George Mason   10000007602 1 1 0 3
25 1000383 0.002500     George Mason   10000007448 1 1 0 9
26 1000383 0.002500     George Mason   10000007127 1 1 0 7
27 1000383 0.002500     George Mason   10000006866 1 1 0 9
28 1000383 0.002500     George Mason   10000006861 1 1 0 9
29 1000383 0.002500     George Mason   10000006750 1 1 0 9
30 1000383 0.002500     George Mason   10000006357 1 1 0 9
31 1000383 0.002500     George Mason   1500009762 1 1 0 9
32 1000383 0.002500     George Mason   1500009346 1 1 0 9

 

  12 13 14 15 16 17 18 19 20 21 22
  Cash Out Amount Total Origination and Discount Points Covered/High Cost Loan Indicator Relocation Loan Indicator Broker Indicator Channel Escrow Indicator Senior Loan
Amount(s)
Loan Type of Most
Senior Lien
Hybrid Period of
Most Senior Lien (in
months)
Neg Am Limit of
Most Senior Lien
1           1 0 0      
2           1 4 0      
3           1 4 0      
4           1 4 0      
5           1 4 0      
6           1 4 0      
7           1 4 0      
8           1 4 0      
9           1 4 0      
10           1 4 0      
11           1 4 0      
12           1 4 0      
13           1 4 0      
14           1 0 0      
15           1 4 0      
16           1 4 0      
17           1 4 0      
18           1 4 0      
19           1 4 0      
20           1 4 0      
21           1 4 0      
22           1 0 0      
23           1 0 0      
24           1 0 0      
25           1 4 0      
26           1 4 0      
27           1 0 0      
28           1 4 0      
29           1 4 0      
30           1 4 0      
31           1 4 0      
32           1 4 0      

 

  23 24 25 26 27 28 29 30 31
  Junior Mortgage
Balance
Origination Date of
Most Senior Lien
Origination Date Original Loan
Amount
Original Interest
Rate
Original
Amortization Term
Original Term to
Maturity
First Payment Date
of Loan
Interest Type
Indicator
1 0.00   20130403 1500000.00 0.038750 360 360 20130601 1
2 0.00   20130327 908000.00 0.037500 360 360 20130501 1
3 0.00   20130328 842600.00 0.038750 360 360 20130501 1
4 0.00   20130329 768000.00 0.037500 360 360 20130501 1
5 0.00   20130329 804000.00 0.036250 360 360 20130501 1
6 0.00   20130328 724000.00 0.037500 360 360 20130501 1
7 0.00   20130315 784300.00 0.041250 360 360 20130501 1
8 0.00   20130326 582000.00 0.038750 360 360 20130501 1
9 0.00   20130228 1210000.00 0.036250 360 360 20130401 1
10 0.00   20130228 780000.00 0.037500 360 360 20130401 1
11 0.00   20130321 672000.00 0.038750 360 360 20130501 1
12 0.00   20130225 880000.00 0.037500 360 360 20130401 1
13 0.00   20130301 665000.00 0.037500 360 360 20130501 1
14 0.00   20130228 489300.00 0.036250 360 360 20130401 1
15 0.00   20130301 897000.00 0.035000 360 360 20130401 1
16 0.00   20130322 696000.00 0.033750 360 360 20130501 1
17 0.00   20130227 998500.00 0.038750 360 360 20130401 1
18 0.00   20130318 703500.00 0.035000 360 360 20130501 1
19 0.00   20130301 1000000.00 0.035000 360 360 20130501 1
20 0.00   20130227 889500.00 0.036250 360 360 20130401 1
21 0.00   20130322 625500.00 0.036250 360 360 20130501 1
22 0.00   20130314 951000.00 0.038750 360 360 20130501 1
23 0.00   20130208 972800.00 0.036250 360 360 20130401 1
24 0.00   20130212 999999.00 0.037500 360 360 20130401 1
25 100000.00   20130208 714900.00 0.036250 360 360 20130401 1
26 0.00   20130212 661000.00 0.035000 360 360 20130401 1
27 0.00   20130107 750000.00 0.037500 360 360 20130301 1
28 0.00   20121231 706000.00 0.035000 360 360 20130301 1
29 0.00   20130111 860000.00 0.040000 360 360 20130301 1
30 0.00   20130304 660000.00 0.035000 360 360 20130501 1
31 0.00   20130114 737000.00 0.037500 360 360 20130301 1
32 0.00   20130131 990000.00 0.038750 360 360 20130301 1

 

  32 33 34 35 36 37 38 39 40 41
  Original Interest
Only Term
Buy Down Period HELOC Draw Period Current Loan
Amount
Current Interest
Rate
Current Payment
Amount Due
Interest Paid
Through Date
Current Payment
Status
Index Type ARM Look-back
Days
1 0 0   1500000.00 0.038750 7053.56 20130401 0 0  
2 0 0   906632.41 0.037500 4205.09 20130401 0 0  
3 0 0   841358.68 0.038750 3962.22 20130401 0 0  
4 0 0   766843.27 0.037500 3556.73 20130401 0 0  
5 0 0   802762.10 0.036250 3666.65 20130401 0 0  
6 0 0   722909.54 0.037500 3352.96 20130401 0 0  
7 0 0   783194.92 0.041250 3801.11 20130401 0 0  
8 0 0   581142.60 0.038750 2736.78 20130401 0 0  
9 0 0   1206268.35 0.036250 5518.22 20130401 0 0  
10 0 0   777646.73 0.037500 3612.30 20130401 0 0  
11 0 0   671010.00 0.038750 3159.99 20130401 0 0  
12 0 0   877345.02 0.037500 4075.42 20130401 0 0  
13 0 0   663998.41 0.037500 3079.72 20130401 0 0  
14 0 0   487790.99 0.036250 2231.46 20130401 0 0  
15 0 0   894172.51 0.035000 4027.93 20130401 0 0  
16 0 0   694880.51 0.033750 3076.99 20130401 0 0  
17 0 0   995553.25 0.038750 4695.32 20130401 0 0  
18 0 0   702392.85 0.035000 3159.03 20130401 0 0  
19 0 0   998201.70 0.035000 4490.45 20130401 0 0  
20 0 0   886756.76 0.036250 4056.58 20130401 0 0  
21 0 0   624536.93 0.036250 2852.60 20130401 0 0  
22 0 0   949598.99 0.038750 4471.95 20130401 0 0  
23 0 0   969799.87 0.036250 4436.47 20130401 0 0  
24 0 0   996981.99 0.037500 4631.15 20130401 0 0  
25 0 0   712695.24 0.036250 3260.31 20130401 0 0  
26 0 0   658916.42 0.035000 2968.19 20130401 0 0  
27 0 0   746547.03 0.037500 3473.37 20130401 0 0  
28 0 0   702657.00 0.035000 3170.26 20130401 0 0  
29 0 0   856270.29 0.040000 4105.77 20130401 0 0  
30 0 0   658961.31 0.035000 2963.69 20130401 0 0  
31 0 0   733645.59 0.037500 3413.16 20130401 0 0  
32 0 0   985610.44 0.038750 4655.35 20130401 0 0  

 

  42 43 44 45 46 47 48 49 50 51
  Gross Margin ARM Round Flag ARM Round Factor Initial Fixed Rate
Period
Initial Interest Rate
Cap (Change Up)
Initial Interest Rate
Cap (Change Down)
Subsequent Interest
Rate Reset Period
Subsequent Interest
Rate Cap (Change Down)
Subsequent Interest
Rate Cap (Change
Up)
Lifetime Maximum
Rate (Ceiling)
1                    
2                    
3                    
4                    
5                    
6                    
7                    
8                    
9                    
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    

 

  52 53 54 55 56 57 58 59 60 61
  Lifetime Minimum
Rate (Floor)
Negative
Amortization Limit
Initial Negative
Amortization Recast
Period
Subsequent
Negative
Amortization Recast
Period
Initial Fixed
Payment Period
Subsequent
Payment Reset
Period
Initial Periodic
Payment Cap
Subsequent
Periodic Payment
Cap
Initial Minimum
Payment Reset
Period
Subsequent
Minimum Payment
Reset Period
1                    
2                    
3                    
4                    
5                    
6                    
7                    
8                    
9                    
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    

 

  62 63 64 65 66 67 68 69 70 71
  Option ARM
Indicator
Options at Recast Initial Minimum
Payment
Current Minimum
Payment
Prepayment Penalty
Calculation
Prepayment Penalty
Type
Prepayment Penalty
Total Term
Prepayment Penalty
Hard Term
Primary Borrower ID Number of
Mortgaged
Properties
1             0   238 1
2             0   190 1
3             0   554 2
4             0   510 2
5             0   163 1
6             0   191 4
7             0   274 1
8             0   164 1
9             0   23 1
10             0   156 1
11             0   46 3
12             0   152 3
13             0   143 1
14             0   160 2
15             0   148 1
16             0   16 1
17             0   52 1
18             0   560 3
19             0   415 1
20             0   145 1
21             0   553 1
22             0   511 4
23             0   61 1
24             0   162 1
25             0   154 1
26             0   214 1
27             0   102 1
28             0   303 2
29             0   121 1
30             0   150 2
31             0   187 3
32             0   58 2

 

  72 73 74 75 76 77 78 79 80 81
  Total Number of
Borrowers
Self-employment
Flag
Current ‘Other’
Monthly Payment
Length of
Employment:
Borrower
Length of
Employment: Co-
Borrower
Years in Home FICO Model Used Most Recent FICO
Date
Primary Wage
Earner Original
FICO: Equifax
Primary Wage
Earner Original
FICO: Experian
1   1   7 10 2 1      
2   0   3 3 0 1      
3   0   14 1.25 0.5 1      
4   0   12.75 11.75 0 1      
5   0   0 0 0 1      
6   0   10   0 1      
7   0   25.5   0 1      
8   0   17   2 1      
9   1   5 15 4 1      
10   0   6.5 7.5 0 1      
11   0   3.5   0 1      
12   1   52   0 1      
13   0   12.5 1.5 5 1      
14   0   23.5   13 1      
15   0   7.25 0.5 0 1      
16   0   0 0.5 0 1      
17   0   11.5   1.25 1      
18   1   10.25   2.5 1      
19   0   1.5 2.25 0 1      
20   0   12 2.25 2.5 1      
21   1   6 2.5 14 1      
22   0   2   1.25 1      
23   0   20 19.75 13 1      
24   1   20   18 1      
25   1   3.5   2 1      
26   0   27.75   0 1      
27   0   4 19.5 10.7 1      
28   0   14.3 14.3 4.8 1      
29   0   6.3 13 5 1      
30   0   15 0 2 1      
31   0   9.5   2.5 1      
32   0   21.25 12.75 6 1      

 

  82 83 84 85 86 87 88 89 90 91
  Primary Wage
Earner Original
FICO: TransUnion
Secondary Wage
Earner Original
FICO: Equifax
Secondary Wage
Earner Original
FICO: Experian
Secondary Wage
Earner Original
FICO: TransUnion
Original
Primary Borrower
FICO
Most Recent
Primary Borrower
FICO
Most Recent Co-
Borrower FICO
Most Recent FICO
Method
VantageScore:
Primary Borrower
VantageScore: Co-
Borrower
1         723          
2         736          
3         771          
4         812          
5         750          
6         782          
7         736          
8         746          
9         749          
10         769          
11         760          
12         793          
13         799          
14         782          
15         790          
16         789          
17         758          
18         783          
19         784          
20         770          
21         812          
22         776          
23         793          
24         760          
25         774          
26         817          
27         797          
28         780          
29         760          
30         775          
31         761          
32         762          

 

  92 93 94 95 96 97 98 99 100 101
  Most Recent
VantageScore
Method
VantageScore Date Credit Report:
Longest Trade Line
Credit Report:
Maximum Trade
Line
Credit Report:
Number of Trade
Lines
Credit Line Usage
Ratio
Most Recent 12-
month Pay History
Months Bankruptcy Months Foreclosure Primary Borrower
Wage Income
1             000000000000     56319.49
2             000000000000     0.00
3             000000000000     15269.36
4             000000000000     11649.73
5             000000000000     8848.33
6             000000000000     20000.00
7             000000000000     12958.33
8             000000000000     12301.75
9             000000000000     14979.17
10             000000000000     11716.66
11             000000000000     33171.19
12             000000000000     13650.82
13             000000000000     8930.02
14             000000000000     11656.67
15             000000000000     13970.66
16             000000000000     12083.33
17             000000000000     27083.34
18             000000000000     46047.58
19             000000000000     11816.67
20             000000000000     14083.33
21             000000000000     9875.00
22             000000000000     38293.95
23             000000000000     17275.99
24             000000000000     18750.00
25             000000000000     38883.77
26             000000000000     17751.06
27             000000000000     26818.88
28             000000000000      
29             000000000000     31166.66
30             000000000000     12075.02
31             000000000000     23154.17
32             000000000000     12032.08

 

  102 103 104 105 106 107 108 109 110 111
  Co-Borrower Wage
Income
Primary Borrower
Other Income
Co-Borrower Other
Income
All Borrower Wage
Income
All Borrower Total
Income
4506-T Indicator Borrower Income
Verification Level
Co-Borrower
Income Verification
Borrower
Employment
Verification
Co-Borrower
Employment
Verification
1 23942.14 0.00 0.00 80261.63 80261.63 1 5   3  
2 17498.00 0.00 0.00 17498.00 17498.00 1 5   3  
3 15416.67 0.00 0.00 30686.03 30686.03 1 5   3  
4 9902.53 0.00 0.00 21552.26 21552.26 1 5   3  
5 9583.33 0.00 0.00 18431.66 18431.66 1 5   3  
6   12639.17   20000.00 32639.17 1 5   3  
7   0.00   12958.33 12958.33 1 5   3  
8   0.00   12301.75 12301.75 1 5   3  
9 28056.46 0.00 0.00 43035.63 43035.63 1 5   3  
10 10255.32 0.00 0.00 21971.98 21971.98 1 5   3  
11   0.00   33171.19 33171.19 1 5   3  
12 1284.00 0.00 0.00 14934.82 14934.82 1 5   3  
13 6866.67 0.00 0.00 15796.69 15796.69 1 5   3  
14 0.00 0.00 0.00 11656.67 11656.67 1 5   3  
15 10666.66 0.00 0.00 24637.32 24637.32 1 5   3  
16 8114.58 0.00 0.00 20197.91 20197.91 1 5   3  
17 0.00 0.00 0.00 27083.34 27083.34 1 5   3  
18   0.00   46047.58 46047.58 1 4   3  
19 15441.42 0.00 0.00 27258.09 27258.09 1 5   3  
20 3250.00 0.00 0.00 17333.33 17333.33 1 5   3  
21 9193.58 0.00 0.00 19068.58 19068.58 1 4   3  
22 0.00 0.00 0.00 38293.95 38293.95 1 5   3  
23 14121.58 0.00 0.00 31397.57 31397.57 1 5   3  
24   0.00   18750.00 18750.00 1 5   3  
25 0.00 0.00 0.00 38883.77 38883.77 1 5   3  
26   0.00   17751.06 17751.06 1 5   3  
27 13736.67 0.00 0.00 40555.55 40555.55 1 5   3  
28 10971.63 514.44 -1019.50 10971.63 10466.57 1 5   3  
29 13519.25 0.00 0.00 44685.91 44685.91 1 5   3  
30 0.00 5179.17 0.00 12075.02 17254.19 1 5   3  
31   6933.67   23154.17 30087.84 1 5   3  
32 11854.18 0.00 0.00 23886.26 23886.26 1 5   3  

 

  112 113 114 115 116 117 118 119 120 121
  Borrower Asset
Verification
Co-Borrower Asset
Verification
Liquid / Cash
Reserves
Monthly Debt All
Borrowers
Originator DTI Fully Indexed Rate Qualification
Method
Percentage of Down
Payment from
Borrower Own
Funds
City State
1 4   598354.90 10804.02 0.134610       ARLINGTON VA
2 4   120673.54 6777.33 0.387320     100.000000 WASHINGTON DC
3 4   73141.60 8550.94 0.278659       WASHINGTON DC
4 4   1226146.70 7757.80 0.359953     100.000000 MCLEAN VA
5 4   37916.89 4726.36 0.256426     14.706500 ALEXANDRIA VA
6 4   190928.11 10235.19 0.313586     100.000000 IJAMSVILLE MD
7 4   271093.77 4604.85 0.355358     100.000000 ALEXANDRIA VA
8 4   52968.60 4627.75 0.376186       MOORESVILLE NC
9 4   321296.75 7990.73 0.185677       GREAT FALLS VA
10 4   185700.73 5168.40 0.235227     100.000000 FALLS CHURCH VA
11 4   341285.37 8858.53 0.267055     100.000000 BALTIMORE MD
12 4   1711370.79 5818.86 0.389617     100.000000 ALEXANDRIA VA
13 4   60082.94 4601.81 0.291315       ARLINGTON VA
14 4   39610.32 3193.82 0.273991       HAYMARKET VA
15 4   149742.38 5593.90 0.227050     100.000000 FALLS CHURCH VA
16 4   50665.10 4431.22 0.219390     100.000000 BETHESDA MD
17 4   565637.72 6111.11 0.225641       FALLS CHURCH VA
18 4   158334.61 11300.95 0.245419       ANNANDALE VA
19 4   226942.77 7150.91 0.262341     100.000000 MCLEAN VA
20 4   121097.63 7778.30 0.448748       BROADLANDS VA
21 4   192939.25 4138.42 0.217028       BETHESDA MD
22 4   2034247.83 16254.10 0.424456       WASHIGTON DC
23 4   712216.99 8376.53 0.266789       GREAT FALLS VA
24 4   67577.87 6510.83 0.347244       WASHINGTON DC
25 4   194501.44 4994.78 0.128454       CHEVY CHASE MD
26 4   280054.74 4906.11 0.276384     100.000000 OAKTON VA
27 4   39061.91 5135.55 0.126630       ALEXANDRIA VA
28 4   546297.40 5046.88 0.482190       WASHINGTON DC
29 4   84526.10 6918.72 0.154830       ARLINGTON VA
30 4   82606.26 6541.56 0.379129       VIENNA VA
31 4   181194.21 10716.09 0.356160       HIGHLAND MD
32 4   164850.89 8685.52 0.363620       ARLINGTON VA

 

  122 123 124 125 126 127 128 129 130 131
  Postal Code Property Type Occupancy Sales Price Original Appraised
Property Value
Original Property
Valuation Type
Original Property
Valuation Date
Original Automated
Valuation Model
(AVM) Model Name
Original AVM
Confidence Score
Most Recent
Property Value2
1 22207 1 1   2200000.00 3 20130312      
2 20010 12 1 1135000.00 1135000.00 3 20130304      
3 20003 12 1   1053312.00 3 20130312      
4 22101 7 1 960000.00 960000.00 3 20130305      
5 22304 1 1 1005000.00 1010000.00 3 20130305      
6 21754 7 1 905000.00 915000.00 3 20130301      
7 22304 1 1 980400.00 1000000.00 3 20130305      
8 28117 1 1   995000.00 3 20130313      
9 22066 7 1   1900000.00 3 20130103      
10 22046 1 1 975000.00 975000.00 3 20130206      
11 21209 7 1 840000.00 875000.00 3 20130218      
12 22309 1 1 1100000.00 1550000.00 3 20130204      
13 22201 1 1   960000.00 3 20130130      
14 20169 1 1   725000.00 3 20130211      
15 22043 7 1 1390000.00 1390000.00 3 20130211      
16 20816 1 1 870000.00 870000.00 3 20130204      
17 22046 1 1   1370000.00 3 20130210      
18 22003 1 1   1150000.00 3 20130205      
19 22101 1 1 1827500.00 1880000.00 3 20130123      
20 20148 7 1   1250000.00 3 20130123      
21 20816 12 1   1425000.00 3 20130228      
22 20015 1 1   1275000.00 3 20130125      
23 22066 7 1   1600000.00 3 20130118      
24 20016 1 1   1975000.00 3 20130119      
25 20815 1 1   1550000.00 3 20130111      
26 22124 1 1 1251000.00 1251000.00 3 20121230      
27 22307 1 1   1100000.00 3 20121226      
28 20011 1 1   1175000.00 98 20121220      
29 22205 1 1   1120000.00 3 20121226      
30 22180 1 1   910000.00 3 20121213      
31 20777 7 1   1025000.00 3 20121213      
32 22205 1 1   1280000.00 3 20130104      

 

  132 133 134 135 136 137 138 139 140 141
  Most Recent
Property Valuation
Type
Most Recent
Property Valuation
Date
Most Recent AVM
Model Name
Most Recent AVM
Confidence Score
Original CLTV Original LTV Original Pledged
Assets
Mortgage Insurance
Company Name
Mortgage Insurance
Percent
MI: Lender or
Borrower Paid?
1         0.681800 0.681800 0 0 0  
2         0.800000 0.800000 0 0 0  
3         0.799900 0.799900 0 0 0  
4         0.800000 0.800000 0 0 0  
5         0.800000 0.800000 0 0 0  
6         0.800000 0.800000 0 0 0  
7         0.799900 0.799900 0 0 0  
8         0.584900 0.584900 0 0 0  
9         0.636800 0.636800 0 0 0  
10         0.800000 0.800000 0 0 0  
11         0.800000 0.800000 0 0 0  
12         0.800000 0.800000 0 0 0  
13         0.692700 0.692700 0 0 0  
14         0.674800 0.674800 0 0 0  
15         0.645300 0.645300 0 0 0  
16         0.800000 0.800000 0 0 0  
17         0.728800 0.728800 0 0 0  
18         0.611700 0.611700 0 0 0  
19         0.547100 0.547100 0 0 0  
20         0.711600 0.711600 0 0 0  
21         0.438900 0.438900 0 0 0  
22         0.745800 0.745800 0 0 0  
23         0.608000 0.608000 0 0 0  
24         0.506300 0.506300 0 0 0  
25         0.525700 0.461200 0 0 0  
26         0.528300 0.528300 0 0 0  
27         0.681800 0.681800 0 0 0  
28         0.600800 0.600800 0 0 0  
29         0.767800 0.767800 0 0 0  
30         0.725200 0.725200 0 0 0  
31         0.719000 0.719000 0 0 0  
32         0.773400 0.773400 0 0 0  

 

  142 143 144 145 146 147 148 149 150 151
  Pool Insurance Co.
Name
Pool Insurance Stop
Loss %
MI Certificate
Number
Updated DTI
(Front-end)
Updated DTI
(Back-end)
Modification
Effective Payment
Date
Total Capitalized
Amount
Total Deferred
Amount
Pre-Modification
Interest (Note) Rate
Pre-Modification P&I
Payment
1                    
2                    
3                    
4                    
5                    
6                    
7                    
8                    
9                    
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    

 

  152 153 154 155 156 157 158 159 160 161
  Pre-Modification
Initial Interest Rate
Change Downward
Cap
Pre-Modification
Subsequent Interest
Rate Cap
Pre-Modification
Next Interest Rate
Change Date
Pre-Modification I/O
Term
Forgiven Principal
Amount
Forgiven Interest
Amount
Number of
Modifications
Cash To/From Brrw at Closing Brrw - Yrs at in Industry CoBrrw - Yrs at in Industry
1                 16 16
2                 3.5 3.5
3                 15 5
4                 12.75 11.75
5                 7 10
6                 10  
7                 25.5  
8                 17  
9                 20 15
10                 20 16
11                 18  
12                 52  
13                 12.5 10
14                 25  
15                 15 10
16                 4 5
17                 11.5  
18                 14  
19                 30 20
20                 12 2.25
21                 34 25
22                 30  
23                 45 30
24                 0  
25                 10  
26                 39  
27                 18 20
28                 15 15
29                 15 13
30                 16 0
31                 9.5  
32                 25 19.25

 

  162 163 164 165 166 167 168 169 170 171 172
  Junior Mortgage Drawn Amount Maturity Date Primary Borrower Wage Income (Salary) Primary Borrower Wage Income (Bonus) Primary Borrower Wage Income (Commission) Co-Borrower Wage Income (Salary) Co-Borrower Wage Income (Bonus) Co-Borrower Wage Income (Commission) Originator Doc Code RWT Income Verification RWT Asset Verification
1 0 20430501 56319.49 0 0 23942.14 0 0 Full Two Years Two Months
2 0 20430401 0 0 0 17498 0 0 Full Two Years Two Months
3 0 20430401 15269.36 0 0 15416.67 0 0 Full Two Years Two Months
4 0 20430401 11649.73 0 0 9902.53 0 0 Full Two Years Two Months
5 0 20430401 8848.33 0 0 9583.33 0 0 Full Two Years Two Months
6 0 20430401 20000 12639.17 0 0 0 0 Full Two Years Two Months
7 0 20430401 12958.33 0 0 0 0 0 Full Two Years Two Months
8 0 20430401 12301.75 0 0 0 0 0 Full Two Years Two Months
9 0 20430301 14979.17 0 0 28056.46 0 0 Full Two Years Two Months
10 0 20430301 11716.66 0 0 10255.32 0 0 Full Two Years Two Months
11 0 20430401 33171.19 0 0 0 0 0 Full Two Years Two Months
12 0 20430301 13650.82 0 0 1284 0 0 Full Two Years Two Months
13 0 20430401 8930.02 0 0 6866.67 0 0 Full Two Years Two Months
14 0 20430301 11656.67 0 0 0 0 0 Full Two Years Two Months
15 0 20430301 13970.66 0 0 10666.66 0 0 Full Two Years Two Months
16 0 20430401 12083.33 0 0 8114.58 0 0 Full Two Years Two Months
17 0 20430301 27083.34 0 0 0 0 0 Full Two Years Two Months
18 0 20430401 46047.58 0 0 0 0 0 Full Two Years Two Months
19 0 20430401 11816.67 0 0 15441.42 0 0 Full Two Years Two Months
20 0 20430301 14083.33 0 0 3250 0 0 Full Two Years Two Months
21 0 20430401 9875 0 0 9193.58 0 0 Full Two Years Two Months
22 0 20430401 38293.95 0 0 0 0 0 Full Two Years Two Months
23 0 20430301 17275.99 0 0 14121.58 0 0 Full Two Years Two Months
24 0 20430301 18750 0 0 0 0 0 Full Two Years Two Months
25 100000 20430301 38883.77 0 0 0 0 0 Full Two Years Two Months
26 0 20430301 17751.06 0 0 0 0 0 Full Two Years Two Months
27 0 20430201 26818.88 0 0 13736.67 0 0 Full Two Years Two Months
28 0 20430201 0 0 0 10971.63     Full Two Years Two Months
29 0 20430201 31166.66 0 0 13519.25     Full Two Years Two Months
30 0 20430401 12075.02 5179.17 0 0 0 0 Full Two Years Two Months
31 0 20430201 23154.17 0 0       Full Two Years Two Months
32 0 20430201 12032.08 0 0 11854.18 0 0 Full Two Years Two Months

 

 
 

  

ATTACHMENT 2

 

PURCHASE AGREEMENT

 

See Exhibit 10.8

 

  

EX-10.3 8 v345546_ex10-3.htm PRIMELENDING ARW

Exhibit 10.3

 

EXECUTION COPY

 

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT

 

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 23rd day of May, 2013, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), and PrimeLending, a PlainsCapital Company, a Texas corporation (“PrimeLending”).

 

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1A annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of January 30, 2011, between Assignor and PrimeLending (the “Purchase Agreement”), as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

 

Assignment

 

1.          Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by PrimeLending pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

2.          Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by PrimeLending pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

3.          PrimeLending hereby acknowledges the foregoing assignments.

 

Representations and Warranties

 

4.          Assignor warrants and represents to, and covenants with, Depositor, Assignee and PrimeLending as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

 
 

 

(b)          Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of the representations and warranties to Assignee as contemplated herein, Assignee shall have good title to such representations and warranties under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

 

(c)          There are no offsets, counterclaims or other defenses available to PrimeLending with respect to the Purchase Agreement;

 

(d)          Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

 

(e)          Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(f)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

5.          Depositor warrants and represents to, and covenants with, Assignor, Assignee and PrimeLending that as of the date hereof:

 

(a)          Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

 

2
 

 

(b)          Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(c)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

 

6.          Assignee warrants and represents to, and covenants with, Assignor, Depositor and PrimeLending that as of the date hereof:

 

(a)          Wilmington Trust, National Association, in its individual capacity is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

 

(b)          Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

 

7.          PrimeLending warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

 

3
 

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

(b)          PrimeLending is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

 

(c)          PrimeLending has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of PrimeLending’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of PrimeLending’s charter or by-laws or any legal restriction, or any material agreement or instrument to which PrimeLending is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which PrimeLending or its property is subject. The execution, delivery and performance by PrimeLending of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of PrimeLending. This Agreement has been duly executed and delivered by PrimeLending and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of PrimeLending enforceable against PrimeLending in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(d)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by PrimeLending in connection with the execution, delivery or performance by PrimeLending of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

Restated PrimeLending Representations and Warranties

 

8.          Pursuant to Section 32(d) of the Purchase Agreement, PrimeLending hereby restates to Depositor and Assignee (a) the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement as of the related Closing Date and (b) the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement as of the date hereof, as if such representations and warranties were set forth herein in full.

 

4
 

 

In the event of a breach of any representations and warranties referred to in clauses (a) or (b) above as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel PrimeLending to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

 

Recognition of Assignee

 

9.          From and after the date hereof, subject to Section 10 below, PrimeLending shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time, as if Assignee and PrimeLending had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement.

 

Enforcement of Rights

 

10.         (a)          Controlling Holder Rights. PrimeLending agrees and acknowledges that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its capacity as the initial Controlling Holder (as defined in the Pooling and Servicing Agreement) pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee’s rights as Purchaser under the following section of the Purchase Agreement:

 

Purchase Agreement:

 

Section or Subsection Matter
   
7.03, other than 7.03(c) Repurchase; Substitution

 

(b)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.

 

Amendments to Purchase Agreement

 

11.         The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

 

(a)          Definitions.

 

(i)          The definitions of “Arbitration,” “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

 

5
 

 

 

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association and administered by the American Arbitration Association, which shall be conducted in New York, New York or other place mutually acceptable to the parties to the arbitration.

 

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Delaware, Maryland, Minnesota, Missouri, New York or Texas, (iii) a day on which banks in the states of California, Delaware, Maryland, Minnesota, Missouri, New York or Texas, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.         

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held for future distribution in connection with such Mortgage Loan.

 

(b)          The following sentence shall be added as the new third sentence of Subsection 7.03(a) of the Purchase Agreement:

 

Each determination as to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis.

 

(c)          The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

 

Miscellaneous

 

12.         All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

 

6
 

 

(a)          In the case of PrimeLending,

 

PrimeLending, a PlainsCapital Company

18111 Preston Road, Suite 900

Dallas, Texas 75252

Attention: Mr. Scott Eggen, SVP

Phone: 972-248-7866

 

with a copy to the

 

General Counsel at the same address

 

(b)          In the case of Assignee,

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Dorri Costello

 

(c)          In the case of Depositor,

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(d)          In the case of Assignor,

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(e)          In the case of Master Servicer,

 

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

 

7
 

 

Facsimile number: (410) 715-2380

Attention: Client Manager — Sequoia Mortgage Trust 2013-7

 

(f)          In the case of the initial Controlling Holder,

 

Sequoia Mortgage Funding Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

13.         This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

 

14.         No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

15.         This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or PrimeLending may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or PrimeLending, respectively, hereunder.

 

16.         This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by PrimeLending pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

 

17.         This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

18.         The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. PrimeLending hereby consents to such exercise and enforcement.

 

8
 

 

19.         It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by Wilmington Trust, National Association (“Wilmington Trust”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Assignee is made and intended not as a personal undertaking or agreement of or by Wilmington Trust but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wilmington Trust in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

20.         Master Servicer. PrimeLending hereby acknowledges that the Assignee has appointed Wells Fargo Bank, N.A. to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of PrimeLending hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

 

PrimeLending shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #3970771416

Account Name: SAS Clearing

FFC: Account #46446300, Sequoia Mortgage Trust 2013-7 Distribution Account

 

21.         PrimeLending acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, PrimeLending shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

 

9
 

 

22.         Rule 17g-5 Compliance. PrimeLending hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2013-7” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify PrimeLending in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. PrimeLending shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between PrimeLending, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to PrimeLending or (ii) such Rating Agency’s or NRSRO’s evaluation of PrimeLending’s operations in general; provided, however, that PrimeLending shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

 

10
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION CORPORATION
  Assignor
   
  By:  
  Name:  
  Title:  
   
  SEQUOIA RESIDENTIAL FUNDING, INC.
  Depositor
   
  By:  
  Name:  
  Title:  
   
  Wilmington Trust, National Association,
  not in its individual capacity but solely as Trustee,
  Assignee
   
  By:  
  Name:  
  Title:  
   
  PRIMELENDING, A PLAINSCAPITAL COMPANY
   
  By:  
  Name:  
  Title:  

 

Accepted and agreed to by:  
   
WELLS FARGO BANK, N.A.  
Master Servicer  
   
By:    
Name:    
Title:    

 

Signature Page – Assignment of Representations and Warranties – PrimeLending (SEMT 2013-7)

 

 
 

 

ATTACHMENT 1

 

MORTGAGE LOAN SCHEDULE

 

  1 2 3 4 5 6 7 8 9 10 11
  Primary Servicer Servicing Fee % Servicing Fee—Flatdollar Servicing Advance Methodology Originator Loan Group Loan Number Amortization Type Lien Position HELOC Indicator Loan Purpose
1 1000383 0.002500     Prime Lending   10000011382 1 1 0 7
2 1000383 0.002500     Prime Lending   10000011345 1 1 0 6
3 1000383 0.002500     Prime Lending   10000011010 1 1 0 9
4 1000383 0.002500     Prime Lending   10000010900 1 1 0 7
5 1000383 0.002500     Prime Lending   10000010780 1 1 0 7
6 1000383 0.002500     Prime Lending   10000010736 1 1 0 7
7 1000383 0.002500     Prime Lending   10000010369 1 1 0 9
8 1000383 0.002500     Prime Lending   10000010222 1 1 0 7
9 1000383 0.002500     Prime Lending   10000010219 1 1 0 7
10 1000383 0.002500     Prime Lending   10000010216 1 1 0 6
11 1000383 0.002500     Prime Lending   10000010136 1 1 0 9
12 1000383 0.002500     Prime Lending   10000010121 1 1 0 7
13 1000383 0.002500     Prime Lending   10000010043 1 1 0 9
14 1000383 0.002500     Prime Lending   10000010039 1 1 0 9
15 1000383 0.002500     Prime Lending   10000010032 1 1 0 7
16 1000383 0.002500     Prime Lending   10000010030 1 1 0 9
17 1000383 0.002500     Prime Lending   10000010019 1 1 0 9
18 1000383 0.002500     Prime Lending   10000009859 1 1 0 7
19 1000383 0.002500     Prime Lending   10000009795 1 1 0 6
20 1000383 0.002500     Prime Lending   10000009786 1 1 0 7
21 1000383 0.002500     Prime Lending   10000009710 1 1 0 7
22 1000383 0.002500     Prime Lending   10000009690 1 1 0 9
23 1000383 0.002500     Prime Lending   10000009620 1 1 0 9
24 1000383 0.002500     Prime Lending   10000009538 1 1 0 7
25 1000383 0.002500     Prime Lending   10000009536 1 1 0 7
26 1000383 0.002500     Prime Lending   10000009447 1 1 0 9
27 1000383 0.002500     Prime Lending   10000009337 1 1 0 9
28 1000383 0.002500     Prime Lending   10000009291 1 1 0 9
29 1000383 0.002500     Prime Lending   10000009208 1 1 0 7
30 1000383 0.002500     Prime Lending   10000009201 1 1 0 3
31 1000383 0.002500     Prime Lending   10000008902 1 1 0 9
32 1000383 0.002500     Prime Lending   10000008842 1 1 0 7
33 1000383 0.002500     Prime Lending   10000008835 1 1 0 9
34 1000383 0.002500     Prime Lending   10000008719 1 1 0 7
35 1000383 0.002500     Prime Lending   10000008716 1 1 0 9
36 1000383 0.002500     Prime Lending   10000008611 1 1 0 9
37 1000383 0.002500     Prime Lending   10000008529 1 1 0 3
38 1000383 0.002500     Prime Lending   10000008527 1 1 0 9
39 1000383 0.002500     Prime Lending   10000008301 1 1 0 3
40 1000383 0.002500     Prime Lending   10000008299 1 1 0 3
41 1000383 0.002500     Prime Lending   10000008294 1 1 0 9
42 1000383 0.002500     Prime Lending   10000008222 1 1 0 9
43 1000383 0.002500     Prime Lending   10000007538 1 1 0 9
44 1000383 0.002500     Prime Lending   10000006454 1 1 0 9
45 1000383 0.002500     Prime Lending   10000006289 1 1 0 9

  

  12 13 14 15 16 17 18 19 20 21
  Cash Out Amount Total Origination and Discount Points Covered/High Cost Loan Indicator Relocation Loan Indicator Broker Indicator Channel Escrow Indicator Senior Loan
Amount(s)
Loan Type of Most
Senior Lien
Hybrid Period of
Most Senior Lien (in
months)
1           1 4 0    
2           1 4 0    
3           1 0 0    
4           1 4 0    
5           1 4 0    
6           1 4 0    
7           1 0 0    
8           1 1 0    
9           1 0 0    
10           1 4 0    
11           1 0 0    
12           1 4 0    
13           1 4 0    
14           1 0 0    
15           1 4 0    
16           1 0 0    
17           1 4 0    
18           1 4 0    
19           1 0 0    
20           1 0 0    
21           1 4 0    
22           1 0 0    
23           1 4 0    
24           1 4 0    
25           1 4 0    
26           1 4 0    
27           1 4 0    
28           1 0 0    
29           1 4 0    
30           1 4 0    
31           1 4 0    
32           1 4 0    
33           1 0 0    
34           1 0 0    
35           1 0 0    
36           1 0 0    
37           1 0 0    
38           1 0 0    
39           1 0 0    
40           1 0 0    
41           1 4 0    
42           1 0 0    
43           1 0 0    
44           1 4 0    
45           1 4 0    

 

  22 23 24 25 26 27 28 29 30
  Neg Am Limit of
Most Senior Lien
Junior Mortgage
Balance
Origination Date of
Most Senior Lien
Origination Date Original Loan
Amount
Original Interest
Rate
Original
Amortization Term
Original Term to
Maturity
First Payment Date
of Loan
1   0.00   20130405 628000.00 0.038750 360 360 20130601
2   0.00   20130401 902000.00 0.040000 360 360 20130501
3   0.00   20130404 628000.00 0.040000 360 360 20130601
4   0.00   20130321 700000.00 0.038750 360 360 20130501
5   0.00   20130405 1218750.00 0.037500 360 360 20130601
6   0.00   20130401 944000.00 0.040000 360 360 20130601
7   0.00   20130313 668000.00 0.036250 360 360 20130501
8   0.00   20130405 480000.00 0.037500 360 360 20130601
9   0.00   20130322 756000.00 0.033750 360 360 20130501
10   0.00   20130325 776450.00 0.033750 360 360 20130501
11   0.00   20130328 819000.00 0.038750 360 360 20130501
12   0.00   20130328 456000.00 0.040000 360 360 20130501
13   0.00   20130314 650000.00 0.038750 360 360 20130501
14   0.00   20130401 993000.00 0.038750 360 360 20130501
15   0.00   20130327 608000.00 0.036250 360 360 20130501
16   0.00   20130325 580000.00 0.041250 360 360 20130501
17   0.00   20130320 735000.00 0.041250 360 360 20130501
18   0.00   20130314 770000.00 0.036250 360 360 20130501
19   0.00   20130322 728000.00 0.038750 360 360 20130501
20   0.00   20130328 527800.00 0.042500 360 360 20130501
21   0.00   20130325 568800.00 0.038750 360 360 20130501
22   0.00   20130321 435000.00 0.037500 360 360 20130501
23   0.00   20130315 716800.00 0.038750 360 360 20130501
24   0.00   20130325 448000.00 0.036250 360 360 20130501
25   0.00   20130312 576000.00 0.036250 360 360 20130501
26   350000.00   20130321 657800.00 0.037500 360 360 20130501
27   50000.00   20130322 582000.00 0.041250 360 360 20130501
28   0.00   20130319 969700.00 0.040000 360 360 20130501
29   0.00   20130320 547500.00 0.040000 360 360 20130501
30   0.00   20130320 639400.00 0.038750 360 360 20130501
31   0.00   20130307 546000.00 0.042500 360 360 20130501
32   0.00   20130322 543750.00 0.037500 360 360 20130501
33   0.00   20130320 569750.00 0.037500 360 360 20130501
34   0.00   20130320 520750.00 0.036250 360 360 20130501
35   0.00   20130318 537750.00 0.037500 360 360 20130501
36   0.00   20130320 682500.00 0.037500 360 360 20130501
37   0.00   20130314 510000.00 0.037500 360 360 20130501
38   0.00   20130318 564850.00 0.037500 360 360 20130501
39   0.00   20130403 695450.00 0.038750 360 360 20130601
40   0.00   20130312 535000.00 0.036250 360 360 20130501
41   0.00   20130314 780000.00 0.038750 360 360 20130501
42   0.00   20130315 1036500.00 0.037500 360 360 20130501
43   0.00   20130325 694000.00 0.036250 360 360 20130501
44   0.00   20130326 865000.00 0.038750 360 360 20130501
45   100000.00   20130325 710000.00 0.040000 360 360 20130501

 

  31 32 33 34 35 36 37 38 39 40 41
  Interest Type
Indicator
Original Interest
Only Term
Buy Down Period HELOC Draw Period Current Loan
Amount
Current Interest
Rate
Current Payment
Amount Due
Interest Paid
Through Date
Current Payment
Status
Index Type ARM Look-back
Days
1 1 0 0   628000.00 0.038750 2953.09 20130401 0 0  
2 1 0 0   900700.38 0.040000 4306.29 20130401 0 0  
3 1 0 0   628000.00 0.040000 2998.17 20130401 0 0  
4 1 0 0   698968.76 0.038750 3291.66 20130401 0 0  
5 1 0 0   1218750.00 0.037500 5644.22 20130401 0 0  
6 1 0 0   944000.00 0.040000 4506.80 20130401 0 0  
7 1 0 0   666786.50 0.036250 3046.42 20130401 0 0  
8 1 0 0   480000.00 0.037500 2222.95 20130401 0 0  
9 1 0 0   754784.00 0.033750 3342.25 20130401 0 0  
10 1 0 0   775201.11 0.033750 3432.66 20130401 0 0  
11 1 0 0   817793.45 0.038750 3851.24 20130401 0 0  
12 1 0 0   455342.99 0.040000 2177.01 20130401 0 0  
13 1 0 0   649042.42 0.038750 3056.54 20130401 0 0  
14 1 0 0   991537.11 0.038750 4669.45 20130401 0 0  
15 1 0 0   607063.88 0.036250 2772.79 20130401 0 0  
16 1 0 0   579182.78 0.041250 2810.97 20130401 0 0  
17 1 0 0   733964.38 0.041250 3562.18 20130401 0 0  
18 1 0 0   768814.44 0.036250 3511.60 20130401 0 0  
19 1 0 0   726927.50 0.038750 3423.33 20130401 0 0  
20 1 0 0   527072.83 0.042500 2596.46 20130401 0 0  
21 1 0 0   567962.04 0.038750 2674.71 20130401 0 0  
22 1 0 0   434344.83 0.037500 2014.55 20130401 0 0  
23 1 0 0   715744.01 0.038750 3370.66 20130401 0 0  
24 1 0 0   447310.22 0.036250 2043.11 20130401 0 0  
25 1 0 0   575113.14 0.036250 2626.86 20130401 0 0  
26 1 0 0   656809.26 0.037500 3046.37 20130401 0 0  
27 1 0 0   581179.97 0.041250 2820.66 20130401 0 0  
28 1 0 0   968302.83 0.040000 4629.50 20130401 0 0  
29 1 0 0   546711.15 0.040000 2613.85 20130401 0 0  
30 1 0 0   638458.03 0.038750 3006.70 20130401 0 0  
31 1 0 0   545247.76 0.042500 2685.99 20130401 0 0  
32 1 0 0   542931.03 0.037500 2518.19 20130401 0 0  
33 1 0 0   568891.87 0.037500 2638.60 20130401 0 0  
34 1 0 0   519948.21 0.036250 2374.89 20130401 0 0  
35 1 0 0   536940.07 0.037500 2490.40 20130401 0 0  
36 1 0 0   681472.05 0.037500 3160.76 20130401 0 0  
37 1 0 0   509231.86 0.037500 2361.89 20130401 0 0  
38 1 0 0   563731.33 0.037500 2615.91 20130401 0 0  
39 1 0 0   695450.00 0.038750 3270.26 20130401 0 0  
40 1 0 0   534176.28 0.036250 2439.87 20130401 0 0  
41 1 0 0   778850.90 0.038750 3667.85 20130401 0 0  
42 1 0 0   1034938.87 0.037500 4800.19 20130401 0 0  
43 1 0 0   692931.46 0.036250 3165.00 20130401 0 0  
44 1 0 0   863725.68 0.038750 4067.55 20130401 0 0  
45 1 0 0   708977.02 0.040000 3389.65 20130401 0 0  

  

  42 43 44 45 46 47 48 49 50 51 52
  Gross Margin ARM Round Flag ARM Round Factor Initial Fixed Rate
Period
Initial Interest Rate
Cap (Change Up)
Initial Interest Rate
Cap (Change Down)
Subsequent Interest
Rate Reset Period
Subsequent Interest
Rate Cap (Change Down)
Subsequent Interest
Rate Cap (Change
Up)
Lifetime Maximum
Rate (Ceiling)
Lifetime Minimum
Rate (Floor)
1                      
2                      
3                      
4                      
5                      
6                      
7                      
8                      
9                      
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      
24                      
25                      
26                      
27                      
28                      
29                      
30                      
31                      
32                      
33                      
34                      
35                      
36                      
37                      
38                      
39                      
40                      
41                      
42                      
43                      
44                      
45                      

  

  53 54 55 56 57 58 59 60 61 62 63
  Negative
Amortization Limit
Initial Negative
Amortization Recast
Period
Subsequent
Negative
Amortization Recast
Period
Initial Fixed
Payment Period
Subsequent
Payment Reset
Period
Initial Periodic
Payment Cap
Subsequent
Periodic Payment
Cap
Initial Minimum
Payment Reset
Period
Subsequent
Minimum Payment
Reset Period
Option ARM
Indicator
Options at Recast
1                      
2                      
3                      
4                      
5                      
6                      
7                      
8                      
9                      
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      
24                      
25                      
26                      
27                      
28                      
29                      
30                      
31                      
32                      
33                      
34                      
35                      
36                      
37                      
38                      
39                      
40                      
41                      
42                      
43                      
44                      
45                      

  

  64 65 66 67 68 69 70 71 72 73
  Initial Minimum
Payment
Current Minimum
Payment
Prepayment
Penalty

Calculation
Prepayment Penalty
Type
Prepayment Penalty
Total Term
Prepayment Penalty
Hard Term
Primary
Borrower ID
Number of
Mortgaged
Properties
Total Number of
Borrowers
Self-employment
Flag
1         0   270 2   0
2         0   470 1   1
3         0   431 1   0
4         0   115 1   0
5         0   306 1   0
6         0   288 2   0
7         0   301 1   0
8         0   231 1   0
9         0   480 1   0
10         0   258 1   0
11         0   443 1   0
12         0   378 2   1
13         0   117 1   1
14         0   207 1   0
15         0   413 1   0
16         0   545 3   0
17         0   239 1   0
18         0   576 1   0
19         0   364 1   0
20         0   295 2   1
21         0   310 1   1
22         0   246 1   0
23         0   322 2   1
24         0   189 2   0
25         0   110 1   0
26         0   204 1   0
27         0   203 1   0
28         0   347 3   1
29         0   552 1   0
30         0   278 1   0
31         0   293 1   0
32         0   377 1   0
33         0   321 1   0
34         0   318 1   0
35         0   294 1   0
36         0   359 2   1
37         0   332 1   0
38         0   256 1   0
39         0   285 1   0
40         0   81 1   0
41         0   87 2   1
42         0   290 1   1
43         0   297 1   1
44         0   217 1   0
45         0   26 1   1

  

  74 75 76 77 78 79 80 81 82 83 84
  Current
‘Other’

Monthly
Payment
Length of
Employment:
Borrower
Length of
Employment:
Co-

Borrower
Years
in
Home
FICO
Model
Used
Most
Recent
FICO

Date
Primary
Wage

Earner
Original

FICO:
Equifax
Primary
Wage

Earner
Original

FICO:
Experian
Primary
Wage

Earner
Original

FICO:
TransUnion
Secondary
Wage

Earner
Original

FICO:
Equifax
Secondary
Wage

Earner
Original

FICO:
Experian
1   1 6 0 1            
2   7 20 0 1            
3   3 0 2.25 1            
4   0   0 1            
5   1 5.5 0 1            
6   2.75   0 1            
7   18 8 6 1            
8   8 3.25 0 1            
9   0   0 1            
10   0   0 1            
11   9 13 1.25 1            
12   3 3 0 1            
13   9.5   4 1            
14   11.75 11 2.75 1            
15   2.5   0 1            
16   13.75 23.5 9.5 1            
17   10   10 1            
18   0.75   0 1            
19   6   0 1            
20   13   0 1            
21   18.5 7 0 1            
22   0   10 1            
23   21   5.5 1            
24   0.25   0 1            
25   0   0 1            
26   9   1.5 1            
27   6.75   5 1            
28   25 25 7.5 1            
29   10 27 0 1            
30   26   19 1            
31   19   4 1            
32   9.25   0 1            
33   6.75   3.25 1            
34   0   0 1            
35   13   3 1            
36   7 15 6 1            
37   33   12 1            
38   0   6.25 1            
39   2.25   5.5 1            
40   0   10 1            
41   32   6 1            
42   21 4 2.5 1            
43   0.25 8 10.25 1            
44   22.5   15 1            
45   34   12 1            

 

  85 86 87 88 89 90 91 92 93 94 95 96
  Secondary
Wage

Earner
Original

FICO: TransUnion
Original
Primary Borrower
FICO
Most
Recent

Primary
Borrower

FICO
Most
Recent
Co-

Borrower
FICO
Most
Recent
FICO

Method
VantageScore:
Primary Borrower
VantageScore: Co-
Borrower
Most Recent
VantageScore
Method
VantageScore Date Credit
Report:

Longest
Trade
Line
Credit
Report:

Maximum
Trade

Line
Credit
Report:

Number
of
Trade

Lines
1   780                    
2   745                    
3   748                    
4   799                    
5   785                    
6   724                    
7   778                    
8   779                    
9   783                    
10   798                    
11   793                    
12   725                    
13   759                    
14   739                    
15   793                    
16   799                    
17   729                    
18   738                    
19   793                    
20   775                    
21   727                    
22   788                    
23   766                    
24   795                    
25   748                    
26   758                    
27   789                    
28   740                    
29   733                    
30   767                    
31   781                    
32   804                    
33   706                    
34   768                    
35   809                    
36   787                    
37   777                    
38   801                    
39   746                    
40   796                    
41   763                    
42   797                    
43   788                    
44   744                    
45   739                    

 

  97 98 99 100 101 102 103 104
  Credit Line
Usage

Ratio
Most Recent 12-
month Pay
History
Months
Bankruptcy
Months
Foreclosure
Primary
Borrower

Wage Income
Co-Borrower
Wage

Income
Primary
Borrower

Other Income
Co-Borrower
Other

Income
1   000000000000     11666.67 8571.33 0.00 0.00
2   000000000000     7697.87 7464.74 0.00 0.00
3   000000000000     19833.33 0.00 7849.92 0.00
4   000000000000     13672.25 838.80 0.00 0.00
5   000000000000     0.00 35462.00 0.00 0.00
6   000000000000     22500.00   0.00  
7   000000000000     10002.50 4893.58 0.00 0.00
8   000000000000     8419.17 16737.50 0.00 0.00
9   000000000000     20000.00 0.00 0.00 0.00
10   000000000000     17916.00   0.00  
11   000000000000     8925.28 4977.85 0.00 0.00
12   000000000000     19066.67 0.00 0.00 0.00
13   000000000000     17801.88 0.00 0.00 0.00
14   000000000000     39583.33 5076.75 0.00 0.00
15   000000000000     13333.34   0.00  
16   000000000000     8335.73 7090.28 0.00 0.00
17   000000000000     47419.50   0.00  
18   000000000000     15834.00 0.00 0.00 0.00
19   000000000000     17083.34 0.00 0.00 0.00
20   000000000000     20011.00   0.00  
21   000000000000     17027.14 0.00 0.00 0.00
22   000000000000     2233.80 1650.80 7219.99 0.00
23   000000000000     38263.42   0.00  
24   000000000000     13333.34 0.00 0.00 0.00
25   000000000000     24999.99 0.00 0.00 0.00
26   000000000000     33574.19 0.00 0.00 0.00
27   000000000000     13337.68 0.00 0.00 0.00
28   000000000000     19985.08 19985.08 0.00 0.00
29   000000000000     10610.17 22138.89 0.00 0.00
30   000000000000     20500.00 0.00 0.00 0.00
31   000000000000     9789.94   1285.00  
32   000000000000     17111.00   0.00  
33   000000000000     12708.32   3583.33  
34   000000000000     18829.87   0.00  
35   000000000000     11041.65   0.00  
36   000000000000     1251.79 18961.67 0.00 0.00
37   000000000000     30333.33   0.00  
38   000000000000     3109.96 0.00 10627.37 0.00
39   000000000000     14704.58 0.00 0.00 0.00
40   000000000000     2178.78   12900.00  
41   000000000000     36000.00   0.00  
42   000000000000     22624.33 0.00 0.00 0.00
43   000000000000     2228.50 7324.66 0.00 0.00
44   000000000000     9211.50   7115.58  
45   000000000000     8882.67 5788.03 0.00 0.00

 

  105 106 107 108 109 110 111 112 113
  All Borrower
Wage

Income
All Borrower
Total

Income
4506-T
Indicator
Borrower
Income

Verification
Level
Co-Borrower
Income
Verification
Borrower
Employment
Verification
Co-Borrower
Employment
Verification
Borrower
Asset

Verification
Co-
Borrower
Asset

Verification
1 20238.00 20238.00 1 5   3   4  
2 15162.61 15162.61 1 5   3   4  
3 19833.33 27683.25 1 5   3   4  
4 14511.05 14511.05 1 5   3   4  
5 35462.00 35462.00 1 5   3   4  
6 22500.00 22500.00 1 5   3   4  
7 14896.08 14896.08 1 5   3   4  
8 25156.67 25156.67 1 5   3   4  
9 20000.00 20000.00 1 5   3   4  
10 17916.00 17916.00 1 5   3   4  
11 13903.13 13903.13 1 5   3   4  
12 19066.67 19066.67 1 5   3   4  
13 17801.88 17801.88 1 5   3   4  
14 44660.08 44660.08 1 5   3   4  
15 13333.34 13333.34 1 5   3   4  
16 15426.01 15426.01 1 5   3   4  
17 47419.50 47419.50 1 5   3   4  
18 15834.00 15834.00 1 5   3   4  
19 17083.34 17083.34 1 5   3   4  
20 20011.00 20011.00 1 5   3   4  
21 17027.14 17027.14 1 5   3   4  
22 3884.60 11104.59 1 5   3   4  
23 38263.42 38263.42 1 5   3   4  
24 13333.34 13333.34 1 5   3   4  
25 24999.99 24999.99 1 5   3   4  
26 33574.19 33574.19 1 5   3   4  
27 13337.68 13337.68 1 5   3   4  
28 39970.16 39970.16 1 5   3   4  
29 32749.06 32749.06 1 5   3   4  
30 20500.00 20500.00 1 5   3   4  
31 9789.94 11074.94 1 5   3   4  
32 17111.00 17111.00 1 5   3   4  
33 12708.32 16291.65 1 5   3   4  
34 18829.87 18829.87 1 5   3   4  
35 11041.65 11041.65 1 5   3   4  
36 20213.46 20213.46 1 5   3   4  
37 30333.33 30333.33 1 5   3   4  
38 3109.96 13737.33 1 5   3   4  
39 14704.58 14704.58 1 5   3   4  
40 2178.78 15078.78 1 5   3   4  
41 36000.00 36000.00 1 5   3   4  
42 22624.33 22624.33 1 5   3   4  
43 9553.16 9553.16 1 5   3   4  
44 9211.50 16327.08 1 5   3   4  
45 14670.70 14670.70 1 5   3   4  

  

  114 115 116 117 118 119 120 121 122
  Liquid /
Cash

Reserves
Monthly
Debt All

Borrowers
Originator
DTI
Fully
Indexed
Rate
Qualification
Method
Percentage
of
Down

Payment
from

Borrower
Own

Funds
City State Postal
Code
1 293195.30 5743.40 0.283793     100.000000 SAN DIEGO CA 92127
2 211615.19 6015.36 0.396723     100.000000 STUDIO CITY CA 91607
3 323261.68 5863.98 0.211824       SCOTTSDALE AZ 85262
4 1039630.80 4651.44 0.320545     100.000000 DAVIS CA 95618
5 193210.05 8780.92 0.247615     100.000000 AUSTIN TX 78703
6 134985.01 8731.44 0.388064     100.000000 AUSTIN TX 78746
7 85251.33 4828.04 0.324115       DALLAS TX 75205
8 174424.67 4960.29 0.197176     100.000000 DEERFIELD IL 60015
9 276051.67 5794.16 0.289708     100.000000 CARLSBAD CA 92011
10 100836.44 5412.08 0.302081     100.000000 PLANO TX 75093
11 47308.02 5215.88 0.375159       LOS ANGELES CA 90039
12 49198.08 5333.63 0.279736     100.000000 CHANDLER AZ 85249
13 72886.64 4924.64 0.276636       SAN DIEGO CA 92116
14 236608.66 6710.80 0.150264       DELAWARE OH 43015
15 102764.43 3782.96 0.283722     100.000000 GREENWOOD VILLAGE CO 80111
16 110008.74 5378.32 0.348653       SALINAS CA 93908
17 151604.14 6442.32 0.135858       HINSDALE IL 60521
18 97456.89 6434.34 0.406362     100.000000 SANTA CLARITA CA 91387
19 264725.92 4547.82 0.266214     100.000000 SILVERADO CA 92676
20 499217.97 7310.92 0.365345     100.000000 INCLINE VILLAGE NV 89451
21 180922.86 6828.63 0.401044     100.000000 DALLAS TX 75214
22 1024805.60 5119.07 0.460987       IRVING TX 75038
23 115005.30 10812.25 0.282574       DALLAS TX 75287
24 75636.98 4147.18 0.311038     100.000000 FAIR OAKS RANCH TX 78015
25 814635.04 8587.67 0.343507     100.000000 CARLSBAD CA 92009
26 1113116.48 6345.32 0.188994       WESTFIELD NJ 07090
27 72631.60 4718.19 0.353749       NOBLESVILLE IN 46062
28 499302.53 12988.82 0.324963       BRECKENRIDGE CO 80424
29 279026.71 6385.84 0.194993     100.000000 PANAMA CITY BEACH FL 32413
30 730395.03 6193.44 0.302119       HOUSTON TX 77098
31 55054.81 4509.41 0.407172       SPRING TX 77379
32 138667.88 4601.71 0.268933     100.000000 AUSTIN TX 78701
33 44388.37 5773.60 0.354390       HOUSTON TX 77055
34 2524155.72 6150.49 0.326635     100.000000 IRVING TX 75038
35 79188.95 4462.83 0.404181       HOUSTON TX 77096
36 65743.39 5631.31 0.278592       KANSAS CITY MO 64110
37 836449.51 8969.32 0.295692       DALLAS TX 75230
38 62357.09 4362.77 0.317585       HOUSTON TX 77019
39 92289.63 5890.23 0.400571       HOUSTON TX 77025
40 2404980.76 5546.37 0.367826       DALLAS TX 75230
41 47835.03 14470.34 0.401954       GREENSBORO NC 27455
42 225239.06 8208.47 0.362816       UNIVERSITY PARK TX 75225
43 156004.83 4562.69 0.477611       AUSTIN TX 78704
44 300791.55 6040.01 0.369938       BARRINGTON IL 60010
45 315891.96 6153.36 0.419432       SCITUATE MA 02066

  

  123 124 125 126 127 128 129 130 131 132
  Property
Type
Occupancy Sales
Price
Original
Appraised

Property
Value
Original
Property

Valuation
Type
Original
Property

Valuation
Date
Original
Automated

Valuation
Model

(AVM)
Model
Name
Original
AVM

Confidence
Score
Most
Recent

Property
Value2
Most
Recent

Property
Valuation

Type
1 7 1 785000.00 785000.00 3 20130314        
2 1 1 1203500.00 1203500.00 3 20130321        
3 7 1   980000.00 3 20130322        
4 1 1 875000.00 880000.00 3 20130305        
5 1 1 1625000.00 1635000.00 3 20130319        
6 1 1 1180000.00 1195000.00 3 20130318        
7 1 1   990000.00 3 20130226        
8 1 1 600000.00 630000.00 3 20130313        
9 7 1 945000.00 950000.00 3 20130306        
10 7 1 970618.00 975000.00 3 20130311        
11 1 1   1110000.00 3 20130302        
12 7 1 570000.00 575000.00 3 20130222        
13 1 1   1000000.00 3 20130228        
14 7 1   1325000.00 3 20130307        
15 7 1 760000.00 760000.00 3 20130305        
16 1 1   730000.00 3 20130225        
17 1 1   940000.00 3 20130128        
18 7 1 1100000.00 1100000.00 3 20130222        
19 1 1 910000.00 915000.00 3 20130301        
20 1 2 703750.00 750000.00 3 20130227        
21 1 1 711000.00 745000.00 3 20130221        
22 7 1   613000.00 3 20130302        
23 7 1   896000.00 3 20130218        
24 7 1 560000.00 561000.00 3 20130307        
25 7 1 967980.00 950000.00 3 20130225        
26 1 1   2300000.00 3 20130211        
27 7 1   790000.00 3 20130221        
28 7 2   1400000.00 3 20130204        
29 7 2 730000.00 740000.00 3 20130217        
30 1 1   1150000.00 3 20130218        
31 7 1   690000.00 3 20130211        
32 4 1 725000.00 726000.00 3 20130213        
33 1 1   950000.00 3 20130212        
34 7 1 717758.00 745000.00 3 20130207        
35 7 1   885000.00 3 20130220        
36 7 1   975000.00 98 20130209        
37 1 1   820000.00 3 20130206        
38 1 1   875000.00 3 20130201        
39 1 1   993500.00 3 20130130        
40 7 1   896000.00 3 20130205        
41 7 1   975000.00 3 20130204        
42 1 1   1900000.00 3 20130124        
43 1 1   1010000.00 3 20130114        
44 1 1   1700000.00 3 20130111        
45 13 1   1360000.00 3 20121126        

 

  133 134 135 136 137 138 139 140 141 142
  Most
Recent

Property
Valuation

Date
Most
Recent
AVM

Model
Name
Most
Recent
AVM

Confidence
Score
Original CLTV Original
LTV
Original
Pledged

Assets
Mortgage
Insurance

Company
Name
Mortgage
Insurance

Percent
MI: Lender
or

Borrower
Paid?
Pool
Insurance
Co.

Name
1       0.800000 0.800000 0 0 0    
2       0.749400 0.749400 0 0 0    
3       0.640800 0.640800 0 0 0    
4       0.800000 0.800000 0 0 0    
5       0.750000 0.750000 0 0 0    
6       0.800000 0.800000 0 0 0    
7       0.674700 0.674700 0 0 0    
8       0.800000 0.800000 0 0 0    
9       0.800000 0.800000 0 0 0    
10       0.799900 0.799900 0 0 0    
11       0.737800 0.737800 0 0 0    
12       0.800000 0.800000 0 0 0    
13       0.650000 0.650000 0 0 0    
14       0.749400 0.749400 0 0 0    
15       0.800000 0.800000 0 0 0    
16       0.794500 0.794500 0 0 0    
17       0.781900 0.781900 0 0 0    
18       0.700000 0.700000 0 0 0    
19       0.800000 0.800000 0 0 0    
20       0.749900 0.749900 0 0 0    
21       0.800000 0.800000 0 0 0    
22       0.709600 0.709600 0 0 0    
23       0.800000 0.800000 0 0 0    
24       0.800000 0.800000 0 0 0    
25       0.606300 0.606300 0 0 0    
26       0.438100 0.286000 0 0 0    
27       0.800000 0.736700 0 0 0    
28       0.692600 0.692600 0 0 0    
29       0.750000 0.750000 0 0 0    
30       0.556000 0.556000 0 0 0    
31       0.791300 0.791300 0 0 0    
32       0.750000 0.750000 0 0 0    
33       0.599700 0.599700 0 0 0    
34       0.725500 0.725500 0 0 0    
35       0.607600 0.607600 0 0 0    
36       0.700000 0.700000 0 0 0    
37       0.621900 0.621900 0 0 0    
38       0.645500 0.645500 0 0 0    
39       0.700000 0.700000 0 0 0    
40       0.597000 0.597000 0 0 0    
41       0.800000 0.800000 0 0 0    
42       0.545500 0.545500 0 0 0    
43       0.687100 0.687100 0 0 0    
44       0.508800 0.508800 0 0 0    
45       0.595500 0.522000 0 0 0    

  

  143 144 145 146 147 148 149 150 151
  Pool
Insurance
Stop

Loss %
MI
Certificate

Number
Updated DTI
(Front-end)
Updated DTI
(Back-end)
Modification
Effective
Payment

Date
Total
Capitalized

Amount
Total
Deferred

Amount
Pre-
Modification

Interest
(Note)
Rate
Pre-
Modification
P&I

Payment
1                  
2                  
3                  
4                  
5                  
6                  
7                  
8                  
9                  
10                  
11                  
12                  
13                  
14                  
15                  
16                  
17                  
18                  
19                  
20                  
21                  
22                  
23                  
24                  
25                  
26                  
27                  
28                  
29                  
30                  
31                  
32                  
33                  
34                  
35                  
36                  
37                  
38                  
39                  
40                  
41                  
42                  
43                  
44                  
45                  

  

  152 153 154 155 156 157 158 159 160 161
  Pre-
Modification

Initial
Interest
Rate

Change Downward
Cap
Pre-
Modification

Subsequent Interest
Rate Cap
Pre-
Modification

Next Interest Rate
Change Date
Pre-
Modification
I/O

Term
Forgiven Principal
Amount
Forgiven Interest
Amount
Number of

Modifications
Cash
To/From
Brrw at
Closing
Brrw -
Yrs at in
Industry
CoBrrw -
Yrs at
in Industry
1                 10 6
2                 7 20
3                 3 0
4                 0  
5                 8  
6                 8  
7                 18 8
8                 8 4
9                 15  
10                 20  
11                 15 13
12                 28 3
13                 15  
14                 29 25
15                 9  
16                 13.75 23.5
17                 20  
18                 30  
19                 6  
20                 13  
21                 19 10
22                 0  
23                 21  
24                 21  
25                 31  
26                 24  
27                 6.75  
28                 25 25
29                 10 27
30                 41  
31                 36  
32                 9.25  
33                 25  
34                 11  
35                 16  
36                 7 16
37                 33  
38                 0  
39                 12  
40                 0  
41                 32  
42                 21 10
43                 8 26
44                 0  
45                 34  

  

  162 163 164 165 166 167 168 169 170 171 172
  Junior Mortgage Drawn
Amount
Maturity Date Primary
Borrower
Wage
Income
(Salary)
Primary
Borrower
Wage
Income
(Bonus)
Primary
Borrower
Wage
Income
(Commission)
Co-
Borrower
Wage
Income
(Salary)
Co-
Borrower
Wage
Income
(Bonus)
Co-Borrower
Wage Income
(Commission)
Originator
Doc
Code
RWT
Income
Verification
RWT Asset
Verification
1 0 20430501 11666.67 0 0 8571.33 0 0 Full Two Years Two Months
2 0 20430401 7697.87 0 0 7464.74 0 0 Full Two Years Two Months
3 0 20430501 19833.33 7849.92 0 0 0 0 Full Two Years Two Months
4 0 20430401 13672.25 0 0 838.8 0 0 Full Two Years Two Months
5 0 20430501 0 0 0 35462 0 0 Full Two Years Two Months
6 0 20430501 22500 0 0 0 0 0 Full Two Years Two Months
7 0 20430401 10002.5 0 0 4893.58 0 0 Full Two Years Two Months
8 0 20430501 8419.17 0 0 16737.5 0 0 Full Two Years Two Months
9 0 20430401 20000 0 0 0 0 0 Full Two Years Two Months
10 0 20430401 17916 0 0 0 0 0 Full Two Years Two Months
11 0 20430401 8925.28 0 0 4977.85 0 0 Full Two Years Two Months
12 0 20430401 19066.67 0 0 0 0 0 Full Two Years Two Months
13 0 20430401 17801.88 0 0 0 0 0 Full Two Years Two Months
14 0 20430401 39583.33 0 0 5076.75 0 0 Full Two Years Two Months
15 0 20430401 13333.34 0 0 0 0 0 Full Two Years Two Months
16 0 20430401 8335.73 0 0 7090.28 0 0 Full Two Years Two Months
17 0 20430401 47419.5 0 0 0 0 0 Full Two Years Two Months
18 0 20430401 15834 0 0 0 0 0 Full Two Years Two Months
19 0 20430401 17083.34 0 0 0 0 0 Full Two Years Two Months
20 0 20430401 20011 0 0 0 0 0 Full Two Years Two Months
21 0 20430401 17027.14 0 0 0 0 0 Full Two Years Two Months
22 0 20430401 2233.8 0 0 1650.8 0 0 Full Two Years Two Months
23 0 20430401 38263.42 0 0 0 0 0 Full Two Years Two Months
24 0 20430401 13333.34 0 0 0 0 0 Full Two Years Two Months
25 0 20430401 24999.99 0 0 0 0 0 Full Two Years Two Months
26 208667 20430401 33574.19 0 0 0 0 0 Full Two Years Two Months
27 50000 20430401 13337.68 0 0 0 0 0 Full Two Years Two Months
28 0 20430401 19985.08 0 0 19985.08 0 0 Full Two Years Two Months
29 0 20430401 10610.17 0 0 22138.89 0 0 Full Two Years Two Months
30 0 20430401 20500 0 0 0 0 0 Full Two Years Two Months
31 0 20430401 9789.94 0 0 0 0 0 Full Two Years Two Months
32 0 20430401 17111 0 0 0 0 0 Full Two Years Two Months
33 0 20430401 12708.32 3583.33 0 0 0 0 Full Two Years Two Months
34 0 20430401 18829.87 0 0 0 0 0 Full Two Years Two Months
35 0 20430401 11041.65 0 0 0 0 0 Full Two Years Two Months
36 0 20430401 1251.79 0 0 18961.67 0 0 Full Two Years Two Months
37 0 20430401 30333.33 0 0 0 0 0 Full Two Years Two Months
38 0 20430401 3109.96 0 0 0 0 0 Full Two Years Two Months
39 0 20430501 14704.58 0 0 0 0 0 Full Two Years Two Months
40 0 20430401 2178.78 0 0 0 0 0 Full Two Years Two Months
41 0 20430401 36000 0 0 0 0 0 Full Two Years Two Months
42 0 20430401 22624.33 0 0 0 0 0 Full Two Years Two Months
43 0 20430401 2228.5 0 0 7324.66 0 0 Full Two Years Two Months
44 0 20430401 9211.5 0 7115.58 0 0 0 Full Two Years Two Months
45 28536 20430401 8882.67 0 0 5788.03 0 0 Full Two Years Two Months

  

 
 

 

ATTACHMENT 2

 

PURCHASE AGREEMENT

 

See Exhibit 10.9

 

 

EX-10.4 9 v345546_ex10-4.htm COLE TAYLOR BANK ARW

Exhibit 10.4

 

EXECUTION COPY

 

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT

 

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 23rd day of May, 2013, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), and Cole Taylor Bank, an Illinois corporation (“Cole Taylor”).

 

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1 annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between Assignor and Cole Taylor (the “Purchase Agreement”) as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

 

Assignment

 

1.           Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by Cole Taylor pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

2.           Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by Cole Taylor pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, Depositor is released from all obligations under the Purchase Agreement, and Assignee hereby accepts such assignment from Depositor.

 

3.           Cole Taylor hereby acknowledges the foregoing assignments.

 

Representations and Warranties

 

4.           Assignor warrants and represents to, and covenants with, Depositor, Assignee and Cole Taylor as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

 
 

 

(b)          Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of the representations and warranties to Assignee as contemplated herein, Assignee shall have good title to such representations and warranties under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

 

(c)          There are no offsets, counterclaims or other defenses available to Cole Taylor with respect to the Purchase Agreement;

 

(d)          Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

 

(e)          Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(f)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

5.           Depositor warrants and represents to, and covenants with, Assignor, Assignee and Cole Taylor that as of the date hereof:

 

(a)          Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

 

2
 

 

(b)          Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(c)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

 

6.           Assignee warrants and represents to, and covenants with, Assignor, Depositor and Cole Taylor that as of the date hereof:

 

(a)          Wilmington Trust, National Association, in its individual capacity is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

 

(b)          Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

 

7.           Cole Taylor warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

3
 

 

(b)          Cole Taylor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

 

(c)          Cole Taylor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Cole Taylor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Cole Taylor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Cole Taylor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Cole Taylor or its property is subject. The execution, delivery and performance by Cole Taylor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Cole Taylor. This Agreement has been duly executed and delivered by Cole Taylor and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of Cole Taylor enforceable against Cole Taylor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(d)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Cole Taylor in connection with the execution, delivery or performance by Cole Taylor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

Restated Cole Taylor Representations and Warranties

 

8.           Pursuant to Section 32(d) of the Purchase Agreement, Cole Taylor hereby restates to Depositor and Assignee (a) the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement as of the related Closing Date and (b) the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement as of the date hereof, as if such representations and warranties were set forth herein in full.

 

In the event of a breach of any representations and warranties referred to in clauses (a) or (b) above as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel Cole Taylor to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

 

4
 

 

Recognition of Assignee

 

9.          From and after the date hereof, subject to Section 10 below, Cole Taylor shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time, as if Assignee and Cole Taylor had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement.

 

Enforcement of Rights

 

10.         (a)          Controlling Holder Rights. Cole Taylor agrees and acknowledges that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its capacity as the initial Controlling Holder (as defined in the Pooling and Servicing Agreement) pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee’s rights (and obligations under Section 7.03 in connection with the exercise of such rights) as Purchaser under the following section of the Purchase Agreement:

 

Purchase Agreement:

 

Section or Subsection   Matter
     
7.03, other than 7.03(c)   Repurchase and Substitution

 

(b)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) (and obligations under Section 7.03 in connection with the exercise of such rights) shall be exercised by Assignee.

 

Amendments to Purchase Agreement

 

11.         The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

 

(a)         Definitions.

 

(i)          The definitions of “Arbitration,” “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

 

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association and administered by the American Arbitration Association, which shall be conducted in New York, New York or other place mutually acceptable to the parties to the arbitration.

 

5
 

 

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Delaware, Illinois, Maryland, Minnesota, Missouri or New York, (iii) a day on which banks in the states of California, Delaware, Illinois, Maryland, Minnesota, Missouri or New York, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held in the Custodial Account for future distribution in connection with such Mortgage Loan.

 

(b)          The following sentence shall be added as the new third sentence of Subsection 7.03(a):

 

Each determination as to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis.

 

(c)          The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

 

Miscellaneous

 

12.         All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

 

(a)          In the case of Cole Taylor,

 

Cole Taylor Bank

2350 Green Road, Suite 100

Ann Arbor, MI  48105

Attention: Phil Miller

Tel: (734) 926-2450

Fax: (734) 926-2404

 

6
 

 

With a copy to

Cole Taylor Bank

9550 W. Higgins Road

Rosemont, IL 960018

Chicago, IL 60606

Attention: General Counsel

Fax: (847) 653-7890

 

(b)          In the case of Assignee,

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Dorri Costello

 

(c)         In the case of Depositor,

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(d)          In the case of Assignor,

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(e)          In the case of Master Servicer,

 

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Attention: Client Manager — Sequoia Mortgage Trust 2013-7

 

7
 

 

(f)          In the case of the initial Controlling Holder,

 

Sequoia Mortgage Funding Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

13.         This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

 

14.         No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

15.         This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or Cole Taylor may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or Cole Taylor, respectively, hereunder.

 

16.         This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by Cole Taylor pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

 

17.         This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

18.         The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. Cole Taylor hereby consents to such exercise and enforcement.

 

8
 

 

19.         It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by Wilmington Trust, National Association (“Wilmington Trust”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Assignee is made and intended not as a personal undertaking or agreement of or by Wilmington Trust but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wilmington Trust in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

20.         Master Servicer. Cole Taylor hereby acknowledges that the Assignee has appointed Wells Fargo Bank, N.A. to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of Cole Taylor hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

 

Cole Taylor shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #3970771416

Account Name: SAS Clearing

FFC: Account #46446300, Sequoia Mortgage Trust 2013-7 Distribution Account

 

21.         Cole Taylor acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, Cole Taylor shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

 

9
 

 

22.         Rule 17g-5 Compliance. Cole Taylor hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2013-7” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify Cole Taylor in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. Cole Taylor shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between Cole Taylor, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to Cole Taylor or (ii) such Rating Agency’s or NRSRO’s evaluation of Cole Taylor’s operations in general; provided, however, that Cole Taylor shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

 

10
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION
  CORPORATION
  Assignor

 

  By:    
  Name:    
  Title:    

 

  SEQUOIA RESIDENTIAL FUNDING, INC.
  Depositor

 

  By:    
  Name:    
  Title:    

 

  Wilmington Trust, National
  Association,
  not in its individual capacity but solely as Trustee,
  Assignee

 

  By:    
  Name:    
  Title:    

 

  COLE TAYLOR BANK

 

  By:    
  Name:    
  Title:    

 

Accepted and agreed to by:

 

WELLS FARGO BANK, N.A.

Master Servicer

 

By:    
Name:    
Title:    

 

Signature Page – Assignment of Representations and Warranties – Cole Taylor Bank (SEMT 2013-7)

 

 
 

 

ATTACHMENT 1

 

MORTGAGE LOAN SCHEDULE

 

  1 2 3 4 5 6 7 8 9 10 11
  Primary Servicer Servicing
Fee %
Servicing
Fee—Flatdollar
Servicing
Advance
Methodology
Originator Loan
Group
Loan
Number
Amortization
Type
Lien
Position
HELOC
Indicator
Loan
Purpose
1 1000383 0.002500     Cole Taylor Bank   10000010747 1 1 0 7
2 1000383 0.002500     Cole Taylor Bank   10000010587 1 1 0 6
3 1000383 0.002500     Cole Taylor Bank   10000010473 1 1 0 6
4 1000383 0.002500     Cole Taylor Bank   10000010438 1 1 0 7
5 1000383 0.002500     Cole Taylor Bank   10000010305 1 1 0 7
6 1000383 0.002500     Cole Taylor Bank   10000010017 1 1 0 7
7 1000383 0.002500     Cole Taylor Bank   10000010005 1 1 0 6
8 1000383 0.002500     Cole Taylor Bank   10000009475 1 1 0 7
9 1000383 0.002500     Cole Taylor Bank   10000009450 1 1 0 7
10 1000383 0.002500     Cole Taylor Bank   10000009313 1 1 0 7
11 1000383 0.002500     Cole Taylor Bank   10000009216 1 1 0 9
12 1000383 0.002500     Cole Taylor Bank   10000009184 1 1 0 9
13 1000383 0.002500     Cole Taylor Bank   10000008944 1 1 0 9
14 1000383 0.002500     Cole Taylor Bank   10000008940 1 1 0 9
15 1000383 0.002500     Cole Taylor Bank   10000008906 1 1 0 9
16 1000383 0.002500     Cole Taylor Bank   10000008834 1 1 0 9
17 1000383 0.002500     Cole Taylor Bank   10000008567 1 1 0 9
18 1000383 0.002500     Cole Taylor Bank   10000008510 1 1 0 7
19 1000383 0.002500     Cole Taylor Bank   10000008431 1 1 0 9
20 1000383 0.002500     Cole Taylor Bank   10000008373 1 1 0 9
21 1000383 0.002500     Cole Taylor Bank   10000008346 1 1 0 9
22 1000383 0.002500     Cole Taylor Bank   10000008040 1 1 0 9
23 1000383 0.002500     Cole Taylor Bank   10000008013 1 1 0 9
24 1000383 0.002500     Cole Taylor Bank   10000008011 1 1 0 9
25 1000383 0.002500     Cole Taylor Bank   10000007971 1 1 0 9
26 1000383 0.002500     Cole Taylor Bank   10000007905 1 1 0 9
27 1000383 0.002500     Cole Taylor Bank   10000007904 1 1 0 9
28 1000383 0.002500     Cole Taylor Bank   1650010788 1 1 0 9
29 1000383 0.002500     Cole Taylor Bank   1650010737 1 1 0 9
30 1000383 0.002500     Cole Taylor Bank   1650010723 1 1 0 7
31 1000383 0.002500     Cole Taylor Bank   1650010713 1 1 0 9
32 1000383 0.002500     Cole Taylor Bank   1650010681 1 1 0 9
33 1000383 0.002500     Cole Taylor Bank   1650010679 1 1 0 9
34 1000383 0.002500     Cole Taylor Bank   1650010590 1 1 0 9
35 1000383 0.002500     Cole Taylor Bank   1650010539 1 1 0 9
36 1000383 0.002500     Cole Taylor Bank   1650010530 1 1 0 9
37 1000383 0.002500     Cole Taylor Bank   1650010498 1 1 0 9
38 1000383 0.002500     Cole Taylor Bank   1650010045 1 1 0 9
39 1000383 0.002500     Cole Taylor Bank   1650010020 1 1 0 9
40 1000383 0.002500     Cole Taylor Bank   1650009989 1 1 0 9
41 1000383 0.002500     Cole Taylor Bank   1650009780 1 1 0 9
42 1000383 0.002500     Cole Taylor Bank   1650009488 1 1 0 9
43 1000383 0.002500     Cole Taylor Bank   1650008203 1 1 0 9
44 1000383 0.002500     Cole Taylor Bank   1650007027 1 1 0 9

 

  12 13 14 15 16 17 18 19 20 21 22
  Cash Out
Amount
Total Origination
and Discount
Points
Covered/High
Cost Loan
Indicator
Relocation
Loan
Indicator
Broker Indicator Channel Escrow
Indicator
Senior Loan
Amount(s)
Loan Type of
Most

Senior Lien
Hybrid Period
of

Most Senior Lien
(in

months)
Neg Am Limit
of

Most Senior Lien
1           1 0 0      
2           2 4 0      
3           2 0 0      
4           1 4 0      
5           2 0 0      
6           5 0 0      
7           2 0 0      
8           1 2 0      
9           2 0 0      
10           5 4 0      
11           2 0 0      
12           1 4 0      
13           2 4 0      
14           2 0 0      
15           2 0 0      
16           2 0 0      
17           1 4 0      
18           2 4 0      
19           2 0 0      
20           1 4 0      
21           2 0 0      
22           2 0 0      
23           5 3 0      
24           2 4 0      
25           1 4 0      
26           2 0 0      
27           2 0 0      
28           5 0 0      
29           2 4 0      
30           2 4 0      
31           2 4 0      
32           2 0 0      
33           2 1 0      
34           2 4 0      
35           2 0 0      
36           2 1 0      
37           2 0 0      
38           2 4 0      
39           2 4 0      
40           5 0 0      
41           5 4 0      
42           2 4 0      
43           2 0 0      
44           5 0 0      

 

  23 24 25 26 27 28 29 30 31 32 33
  Junior Mortgage
Balance
Origination Date
of

Most Senior Lien
Origination
Date
Original
Loan

Amount
Original
Interest

Rate
Original
Amortization
Term
Original Term
to

Maturity
First Payment
Date

of Loan
Interest Type
Indicator
Original Interest
Only Term
Buy Down
Period
1 0.00   20130321 1732500.00 0.036250 360 360 20130501 1 0 0
2 0.00   20130408 660000.00 0.038750 360 360 20130601 1 0 0
3 0.00   20130314 1000000.00 0.038750 360 360 20130501 1 0 0
4 0.00   20130328 999950.00 0.037500 360 360 20130501 1 0 0
5 0.00   20130404 650060.00 0.038750 360 360 20130601 1 0 0
6 0.00   20130315 1252000.00 0.038750 360 360 20130501 1 0 0
7 0.00   20130325 900000.00 0.038750 360 360 20130501 1 0 0
8 0.00   20130405 800000.00 0.038750 360 360 20130601 1 0 0
9 0.00   20130318 760000.00 0.038750 360 360 20130501 1 0 0
10 0.00   20130307 672480.00 0.038750 360 360 20130501 1 0 0
11 0.00   20130328 650000.00 0.038750 360 360 20130601 1 0 0
12 0.00   20130321 750000.00 0.040000 360 360 20130501 1 0 0
13 290000.00   20130322 697000.00 0.038750 360 360 20130501 1 0 0
14 0.00   20130326 988000.00 0.038750 360 360 20130501 1 0 0
15 0.00   20130325 612000.00 0.040000 360 360 20130501 1 0 0
16 0.00   20130313 722000.00 0.037500 360 360 20130501 1 0 0
17 0.00   20130308 705000.00 0.037500 360 360 20130501 1 0 0
18 0.00   20130226 600000.00 0.043750 360 360 20130401 1 0 0
19 0.00   20130312 768750.00 0.038750 360 360 20130501 1 0 0
20 0.00   20130319 536000.00 0.036250 360 360 20130501 1 0 0
21 0.00   20130320 927500.00 0.037500 360 360 20130501 1 0 0
22 0.00   20130311 696075.00 0.036250 360 360 20130501 1 0 0
23 0.00   20130305 780000.00 0.037500 360 360 20130501 1 0 0
24 0.00   20130322 712000.00 0.036250 360 360 20130501 1 0 0
25 0.00   20130305 621000.00 0.036250 360 360 20130501 1 0 0
26 0.00   20130312 713000.00 0.038750 360 360 20130501 1 0 0
27 125000.00   20130312 634000.00 0.036250 360 360 20130501 1 0 0
28 0.00   20130306 715000.00 0.038750 360 360 20130501 1 0 0
29 0.00   20130313 618750.00 0.038750 360 360 20130501 1 0 0
30 0.00   20130220 746000.00 0.042500 360 360 20130401 1 0 0
31 0.00   20130225 660000.00 0.040000 360 360 20130401 1 0 0
32 174000.00   20130305 713400.00 0.038750 360 360 20130501 1 0 0
33 0.00   20130328 609000.00 0.040000 360 360 20130501 1 0 0
34 0.00   20130304 712000.00 0.037500 360 360 20130501 1 0 0
35 0.00   20130403 693750.00 0.038750 360 360 20130601 1 0 0
36 180000.00   20130226 1460000.00 0.037500 360 360 20130401 1 0 0
37 0.00   20130219 974000.00 0.038750 360 360 20130401 1 0 0
38 0.00   20130301 788000.00 0.037500 360 360 20130501 1 0 0
39 0.00   20130326 862500.00 0.038750 360 360 20130501 1 0 0
40 57000.00   20130308 592500.00 0.038750 360 360 20130501 1 0 0
41 0.00   20130313 882000.00 0.038750 360 360 20130501 1 0 0
42 171750.00   20130219 750000.00 0.038750 360 360 20130401 1 0 0
43 0.00   20130318 986000.00 0.038750 360 360 20130501 1 0 0
44 0.00   20130110 1182250.00 0.042500 360 360 20130301 1 0 0

 

  34 35 36 37 38 39 40 41 42 43 44
  HELOC
Draw
Period
Current Loan
Amount
Current
Interest

Rate
Current
Payment

Amount Due
Interest Paid
Through
Date
Current
Payment

Status
Index Type ARM Look-
back

Days
Gross
Margin
ARM Round Flag ARM
Round
Factor
1   1729832.50 0.036250 7901.09 20130401 0 0        
2   660000.00 0.038750 3103.56 20130401 0 0        
3   998526.80 0.038750 4702.37 20130401 0 0        
4   998443.92 0.037500 4630.92 20130401 0 0        
5   650060.00 0.038750 3056.82 20130401 0 0        
6   1250042.92 0.038750 5887.37 20130401 0 0        
7   898674.12 0.038750 4232.13 20130401 0 0        
8   800000.00 0.038750 3761.90 20130401 0 0        
9   758880.37 0.038750 3573.80 20130401 0 0        
10   671489.30 0.038750 3162.25 20130401 0 0        
11   650000.00 0.038750 3056.54 20130401 0 0        
12   748919.39 0.040000 3580.61 20130401 0 0        
13   695973.18 0.038750 3277.55 20130401 0 0        
14   986544.48 0.038750 4645.94 20130401 0 0        
15   611118.22 0.040000 2921.78 20130401 0 0        
16   720912.56 0.037500 3343.69 20130401 0 0        
17   703938.17 0.037500 3264.96 20130401 0 0        
18   598380.63 0.043750 2995.71 20130401 0 0        
19   767617.47 0.038750 3614.95 20130401 0 0        
20   535174.74 0.036250 2444.43 20130401 0 0        
21   926103.04 0.037500 4295.40 20130401 0 0        
22   695003.27 0.036250 3174.46 20130401 0 0        
23   778825.19 0.037500 3612.30 20130401 0 0        
24   710903.74 0.036250 3247.09 20130401 0 0        
25   620043.86 0.036250 2832.08 20130401 0 0        
26   711949.61 0.038750 3352.79 20130401 0 0        
27   633023.84 0.036250 2891.37 20130401 0 0        
28   713946.65 0.038750 3362.20 20130401 0 0        
29   617838.46 0.038750 2909.59 20130401 0 0        
30   743940.78 0.042500 3669.87 20130401 0 0        
31   658094.95 0.040000 3150.94 20130401 0 0        
32   712349.02 0.038750 3354.67 20130401 0 0        
33   608122.54 0.040000 2907.46 20130401 0 0        
34   710927.62 0.037500 3297.38 20130401 0 0        
35   693750.00 0.038750 3262.27 20130401 0 0        
36   1455595.15 0.037500 6761.49 20130401 0 0        
37   971125.56 0.038750 4580.11 20130401 0 0        
38   786813.15 0.037500 3649.35 20130401 0 0        
39   861229.37 0.038750 4055.79 20130401 0 0        
40   591627.10 0.038750 2786.15 20130401 0 0        
41   880700.64 0.038750 4147.49 20130401 0 0        
42   747519.14 0.038750 3526.78 20130401 0 0        
43   984547.42 0.038750 4636.54 20130401 0 0        
44   1169621.38 0.042500 5815.96 20130401 0 0        

 

  45 46 47 48 49 50 51 52 53 54 55
  Initial
Fixed Rate

Period
Initial
Interest
Rate

Cap
(Change
Up)
Initial
Interest Rate

Cap
(Change
Down)
Subsequent Interest
Rate Reset
Period
Subsequent
Interest

Rate Cap
(Change
Down)
Subsequent
Interest

Rate Cap
(Change

Up)
Lifetime
Maximum

Rate
(Ceiling)
Lifetime
Minimum

Rate
(Floor)
Negative
Amortization
Limit
Initial Negative
Amortization
Recast

Period
Subsequent
Negative
Amortization
Recast

Period
1                      
2                      
3                      
4                      
5                      
6                      
7                      
8                      
9                      
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      
24                      
25                      
26                      
27                      
28                      
29                      
30                      
31                      
32                      
33                      
34                      
35                      
36                      
37                      
38                      
39                      
40                      
41                      
42                      
43                      
44                      

 

  56 57 58 59 60 61 62 63 64 65 66
  Initial Fixed
Payment Period
Subsequent
Payment
Reset

Period
Initial
Periodic

Payment Cap
Subsequent
Periodic
Payment

Cap
Initial
Minimum

Payment
Reset

Period
Subsequent
Minimum
Payment

Reset
Period
Option
ARM

Indicator
Options at
Recast
Initial
Minimum

Payment
Current Minimum
Payment
Prepayment
Penalty

Calculation
1                      
2                      
3                      
4                      
5                      
6                      
7                      
8                      
9                      
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      
24                      
25                      
26                      
27                      
28                      
29                      
30                      
31                      
32                      
33                      
34                      
35                      
36                      
37                      
38                      
39                      
40                      
41                      
42                      
43                      
44                      

 

  67 68 69 70 71 72 73 74 75 76 77
  Prepayment
Penalty

Type
Prepayment
Penalty

Total Term
Prepayment
Penalty

Hard Term
Primary
Borrower ID
Number of
Mortgaged
Properties
Total Number
of

Borrowers
Self-
employment

Flag
Current
‘Other’

Monthly
Payment
Length of
Employment:
Borrower
Length of
Employment:
Co-

Borrower
Years in
Home
1   0   48 1   0   25.75   0
2   0   77 1   0   0.5 5.5 0
3   0   35 1   0   1 1 0
4   0   324 3   0   20   0
5   0   584 1   0   3.25 4 0
6   0   320 1   1   17   0
7   0   153 2   1   2 20 0
8   0   94 2   0   9 15 0
9   0   250 1   0   4.75   0
10   0   405 1   0   4 1 0
11   0   281 1   0   8   1
12   0   215 1   0   0.5   0.5
13   0   109 1   0   3.5   4
14   0   582 3   0   6   3
15   0   142 4   0   3   3.25
16   0   216 1   0   13 11.5 13
17   0   100 1   0   12   1.5
18   0   255 1   0   10 10 0
19   0   450 1   0   8 12 8
20   0   404 1   0   22 0.5 2.5
21   0   170 1   1   10   6
22   0   445 1   1   9 1.25 3.25
23   0   90 1   0   1.5 0.75 3
24   0   82 1   0   0 0.5 6
25   0   357 1   0   7   4
26   0   197 1   0   11.75   1.25
27   0   561 1   1   9.25   9.5
28   0   452 1   0   4.5   1
29   0   343 2   0   13 3 2
30   0   96 2   0   4.5   0
31   0   37 1   0   0.5   7
32   0   75 1   0   12 10 8
33   0   9 1   0   8.5 0 8
34   0   74 2   0   2.5   2
35   0   73 1   0   20   2
36   0   107 1   0   7   2
37   0   389 1   1   0 35 4
38   0   372 2   1   7.5   3
39   0   390 1   0   11.75   12
40   0   302 1   1   30   16
41   0   70 1   1   11   22
42   0   139 3   0   1.5 0 7
43   0   504 1   1   31   28
44   0   289 1   1   11   7

 

  78 79 80 81 82 83 84 85 86 87 88
  FICO
Model Used
Most Recent
FICO

Date
Primary
Wage

Earner
Original

FICO:
Equifax
Primary
Wage

Earner
Original

FICO:
Experian
Primary
Wage

Earner
Original

FICO:
TransUnion
Secondary
Wage

Earner Original
FICO:
Equifax
Secondary Wage
Earner
Original

FICO:
Experian
Secondary
Wage

Earner
Original

FICO:
TransUnion
Original
Primary
Borrower

FICO
Most
Recent

Primary
Borrower

FICO
Most
Recent Co-

Borrower
FICO
1 1               805    
2 1               782    
3 1               782    
4 1               792    
5 1               747    
6 1               797    
7 1               777    
8 1               775    
9 1               801    
10 1               785    
11 1               804    
12 1               798    
13 1               773    
14 1               786    
15 1               796    
16 1               809    
17 1               772    
18 1               806    
19 1               789    
20 1               773    
21 1               795    
22 1               768    
23 1               795    
24 1               786    
25 1               734    
26 1               753    
27 1               737    
28 1               787    
29 1               732    
30 1               762    
31 1               772    
32 1               782    
33 1               765    
34 1               792    
35 1               764    
36 1               783    
37 1               779    
38 1               772    
39 1               762    
40 1               708    
41 1               778    
42 1               778    
43 1               766    
44 1               758    

 

  89 90 91 92 93 94 95 96 97 98 99
  Most
Recent
FICO

Method
VantageScore:
Primary
Borrower
VantageScore:
Co-

Borrower
Most Recent
VantageScore
Method
VantageScore
Date
Credit
Report:

Longest
Trade
Line
Credit
Report:

Maximum
Trade

Line
Credit
Report:

Number of
Trade

Lines
Credit
Line
Usage

Ratio
Most Recent 12-
month Pay
History
Months
Bankruptcy
1                   000000000000  
2                   000000000000  
3                   000000000000  
4                   000000000000  
5                   000000000000  
6                   000000000000  
7                   000000000000  
8                   000000000000  
9                   000000000000  
10                   000000000000  
11                   000000000000  
12                   000000000000  
13                   000000000000  
14                   000000000000  
15                   000000000000  
16                   000000000000  
17                   000000000000  
18                   000000000000  
19                   000000000000  
20                   000000000000  
21                   000000000000  
22                   000000000000  
23                   000000000000  
24                   000000000000  
25                   000000000000  
26                   000000000000  
27                   000000000000  
28                   000000000000  
29                   000000000000  
30                   000000000000  
31                   000000000000  
32                   000000000000  
33                   000000000000  
34                   000000000000  
35                   000000000000  
36                   000000000000  
37                   000000000000  
38                   000000000000  
39                   000000000000  
40                   000000000000  
41                   000000000000  
42                   000000000000  
43                   000000000000  
44                   000000000000  

 

  100 101 102 103 104 105 106 107 108 109 110
  Months
Foreclosure
Primary
Borrower

Wage Income
Co-Borrower
Wage

Income
Primary
Borrower

Other Income
Co-Borrower
Other

Income
All Borrower
Wage

Income
All Borrower
Total

Income
4506-T Indicator Borrower
Income

Verification
Level
Co-Borrower
Income
Verification
Borrower
Employment
Verification
1   33333.34   159348.10   33333.34 192681.44 1 5   3
2   11104.16 6516.67 0.00 0.00 17620.83 17620.83 1 5   3
3   14300.00 11666.66 0.00 0.00 25966.66 25966.66 1 5   3
4   16666.67   16865.86   16666.67 33532.53 1 5   3
5   17500.00 8747.46 0.00 0.00 26247.46 26247.46 1 5   3
6   31377.79   4312.33   31377.79 35690.12 1 5   3
7   1633.00 16171.67 0.00 0.00 17804.67 17804.67 1 5   3
8   16666.66 10254.58 5508.29 0.00 26921.24 32429.53 1 5   3
9   18550.00 0.00 0.00 0.00 18550.00 18550.00 1 5   3
10   11623.16 13217.84 2975.75 0.00 24841.00 27816.75 1 5   3
11   14583.34   0.00   14583.34 14583.34 1 5   3
12   18333.33 0.00 0.00 0.00 18333.33 18333.33 1 5   3
13   14583.33 0.00 4760.54 0.00 14583.33 19343.87 1 5   3
14   16634.54   0.00   16634.54 16634.54 1 5   3
15   13364.00   0.00   13364.00 13364.00 1 5   3
16   20375.00 4958.31 0.00 0.00 25333.31 25333.31 1 5   3
17   16666.66   0.00   16666.66 16666.66 1 5   3
18   10321.69 0.00 0.00 0.00 10321.69 10321.69 1 5   3
19   9095.01 7675.00 0.00 6953.42 16770.01 23723.43 1 5   3
20   3559.63 10517.35 0.00 0.00 14076.98 14076.98 1 5   3
21   0.00   38233.65   0.00 38233.65 1 5   3
22   34204.30 0.00 0.00 0.00 34204.30 34204.30 1 5   3
23   9753.38 0.00 5248.78 0.00 9753.38 15002.16 1 5   3
24   0.00 15230.82 0.00 0.00 15230.82 15230.82 1 5   3
25   12916.67   27982.08   12916.67 40898.75 1 5   3
26   15164.61   12557.51   15164.61 27722.12 1 5   3
27   45191.25 0.00 0.00 0.00 45191.25 45191.25 1 5   3
28   21064.00   2191.96   21064.00 23255.96 1 5   3
29   27284.64 0.00 0.00 0.00 27284.64 27284.64 1 5   3
30   21470.83   7507.80   21470.83 28978.63 1 5   3
31   16666.66 0.00 0.00 0.00 16666.66 16666.66 1 5   3
32   20833.34 0.00 0.00 0.00 20833.34 20833.34 1 5   3
33   14682.56 0.00 0.00 0.00 14682.56 14682.56 1 5   3
34   12500.00 0.00 13583.33 0.00 12500.00 26083.33 1 5   3
35   20833.34   0.00   20833.34 20833.34 1 5   3
36   23752.26 0.00 8416.67 0.00 23752.26 32168.93 1 5   3
37   0.00 7400.00 0.00 9501.00 7400.00 16901.00 1 5   3
38   42716.21 0.00 0.00 0.00 42716.21 42716.21 1 5   3
39   20833.34 0.00 0.00 0.00 20833.34 20833.34 1 5   3
40   13361.74   6129.58   13361.74 19491.32 1 5   3
41   15000.00   8151.67   15000.00 23151.67 1 5   3
42   54977.30 0.00 0.00 0.00 54977.30 54977.30 1 5   3
43   23076.54 0.00 0.00 0.00 23076.54 23076.54 1 5   3
44   82695.92   0.00   82695.92 82695.92 1 5   3

 

  111 112 113 114 115 116 117 118 119 120 121
  Co-Borrower
Employment
Verification
Borrower
Asset

Verification
Co-Borrower
Asset

Verification
Liquid / Cash
Reserves
Monthly Debt All
Borrowers
Originator
DTI
Fully Indexed
Rate
Qualification
Method
Percentage of
Down

Payment from
Borrower Own
Funds
City State
1   4   896215.94 14039.73 0.072865     100.000000 HOUSTON TX
2   4   75551.56 4117.86 0.233693     100.000000 BROOKLINE MA
3   4   194561.09 8304.09 0.319798     100.000000 LOS ANGELES CA
4   4   302198.98 11733.94 0.349927     100.000000 SHORT HILLS NJ
5   4   44900.33 5721.34 0.217977     100.000000 Houston TX
6   4   165833.04 15059.62 0.421955     12.052900 DALLAS TX
7   4   135798.24 6657.99 0.373946     100.000000 PACIFIC GROVE CA
8   4   371257.24 9660.40 0.297889     100.000000 MADISON NJ
9   4   304200.36 5528.64 0.298040     100.000000 Coto De Caza CA
10   4   73600.22 3743.19 0.134566     100.000000 Seattle WA
11   4   218427.25 5575.93 0.382349       DALLAS TX
12   4   39861.75 5672.20 0.309393       ANN ARBOR MI
13   4   404956.33 7380.07 0.381520       GREENWICH CT
14   4   268378.36 7203.57 0.433049       SARATOGA CA
15   4   65220.93 4534.08 0.339276       MILTON GA
16   4   148725.31 4274.57 0.168733       CORTE MADERA CA
17   4   61441.09 6043.25 0.362595       Short Hills NJ
18   4   250006.86 3868.59 0.374802     100.000000 FOUNTAIN HILLS AZ
19   4   70706.85 4919.74 0.207379       ALAMO CA
20   4   28254.97 3404.21 0.241828       MERCER ISLAND WA
21   4   1556172.07 8650.63 0.226257       CHARLOTTE NC
22   4   829037.96 6577.73 0.192307       SANTA MONICA CA
23   4   143890.81 5757.38 0.383770       DOVER MA
24   4   50076.67 5549.04 0.364330       SHORT HILLS NJ
25   4   119711.41 4790.80 0.117138       MORGAN UT
26   4   663062.71 6217.63 0.224284       LOS ALTOS CA
27   4   119768.04 5055.27 0.111864       Charlotte NC
28   4   409564.27 5338.31 0.229546       ENCINO CA
29   4   38783.08 7505.46 0.275080       st louis MO
30   4   284354.94 11598.93 0.400258     100.000000 LAKE FOREST IL
31   4   147750.37 5817.30 0.349038       Weston CT
32   4   39763.42 5316.69 0.255201       SANTA MONICA CA
33   4   237561.16 4717.18 0.321278       NORTH ATTLEBORO MA
34   4   173226.05 7637.93 0.292828       RYE NY
35   4   227946.21 5583.86 0.268025       Mamaroneck NY
36   4   2720823.75 13983.25 0.434682       WESTPORT CT
37   4   612002.75 6327.68 0.374397       Seattle WA
38   4   86678.78 5780.44 0.135322       SCOTTSDALE AZ
39   4   103994.17 6516.21 0.312778       SEATTLE WA
40   4   380122.80 7181.62 0.368452       GRANBURY TX
41   4   5285013.06 7053.09 0.304647       WESTPORT CT
42   4   240880.10 9370.06 0.170435       Severna Park MD
43   4   71053.33 5676.00 0.245964       Los Gatos CA
44   4   202089.73 14190.70 0.171601       HOUSTON TX

 

  122 123 124 125 126 127 128 129 130 131 132
  Postal Code Property
Type
Occupancy Sales Price Original
Appraised

Property Value
Original
Property

Valuation Type
Original
Property

Valuation Date
Original
Automated

Valuation
Model

(AVM) Model
Name
Original
AVM

Confidence
Score
Most Recent
Property
Value2
Most Recent
Property Valuation
Type
1 77005 1 1 2475000.00 2500000.00 3 20130305        
2 02467 1 1 825000.00 835000.00 3 20130227        
3 90027 1 1 1250000.00 1260000.00 3 20130222        
4 07078 1 1 1250000.00 1250000.00 3 20130225        
5 77005 1 1 812575.00 813000.00 3 20130319        
6 75225 1 1 1875000.00 1875000.00 3 20130304        
7 93950 1 1 1125000.00 1250000.00 3 20130228        
8 07940 1 1 1125000.00 1125000.00 3 20130305        
9 92679 7 1 950000.00 950000.00 3 20130222        
10 98117 1 1 840600.00 855000.00 3 20130123        
11 75225 1 1   1100000.00 3 20130305        
12 48104 1 1   965000.00 3 20130215        
13 06830 1 1   1725000.00 3 20130215        
14 95070 1 1   1705000.00 3 20130202        
15 30004 7 1   1000000.00 3 20130225        
16 94925 1 1   1152000.00 3 20130211        
17 07078 1 1   1200000.00 3 20130130        
18 85268 1 1 800000.00 800000.00 3 20130125        
19 94507 1 1   1060000.00 3 20130103        
20 98040 1 1   975000.00 3 20130125        
21 28207 1 1   3600000.00 3 20130212        
22 90405 1 1   1175000.00 3 20130129        
23 02030 1 1   1325000.00 3 20130123        
24 07078 1 1   975000.00 3 20130130        
25 84050 1 1   1100000.00 3 20121227        
26 94024 1 1   2450000.00 3 20130125        
27 28207 1 1   1100000.00 3 20130128        
28 91436 1 1   1075000.00 3 20130116        
29 63119 7 1   825000.00 3 20130117        
30 60045 7 1 1000000.00 1319500.00 3 20130109        
31 06883 1 1   1000000.00 3 20130110        
32 90405 1 1   1185000.00 3 20130105        
33 02760 1 1   775000.00 3 20130124        
34 10580 1 1   966000.00 3 20121231        
35 10543 1 1   915000.00 3 20121226        
36 06880 1 1   2350000.00 3 20130118        
37 98040 1 1   2175000.00 3 20121228        
38 85266 1 1   1025000.00 3 20130122        
39 98112 1 1   1202000.00 3 20130225        
40 76049 1 1   975000.00 3 20130118        
41 06880 1 1   2155000.00 3 20121203        
42 21146 7 1   1229000.00 3 20121119        
43 95032 1 1   1740000.00 3 20121130        
44 77025 7 1   1875000.00 3 20121102        

 

  133 134 135 136 137 138 139 140 141 142 143
  Most Recent
Property
Valuation

Date
Most Recent
AVM

Model Name
Most Recent
AVM

Confidence
Score
Original CLTV Original LTV Original
Pledged

Assets
Mortgage
Insurance

Company Name
Mortgage
Insurance

Percent
MI: Lender
or

Borrower
Paid?
Pool
Insurance
Co.

Name
Pool
Insurance
Stop

Loss %
1       0.700000 0.700000 0 0 0      
2       0.800000 0.800000 0 0 0      
3       0.800000 0.800000 0 0 0      
4       0.799900 0.799900 0 0 0      
5       0.800000 0.800000 0 0 0      
6       0.667700 0.667700 0 0 0      
7       0.800000 0.800000 0 0 0      
8       0.711100 0.711100 0 0 0      
9       0.800000 0.800000 0 0 0      
10       0.800000 0.800000 0 0 0      
11       0.590900 0.590900 0 0 0      
12       0.777200 0.777200 0 0 0      
13       0.572100 0.404000 0 0 0      
14       0.579400 0.579400 0 0 0      
15       0.612000 0.612000 0 0 0      
16       0.626700 0.626700 0 0 0      
17       0.587500 0.587500 0 0 0      
18       0.750000 0.750000 0 0 0      
19       0.725200 0.725200 0 0 0      
20       0.549700 0.549700 0 0 0      
21       0.257600 0.257600 0 0 0      
22       0.592400 0.592400 0 0 0      
23       0.588600 0.588600 0 0 0      
24       0.730200 0.730200 0 0 0      
25       0.564500 0.564500 0 0 0      
26       0.291000 0.291000 0 0 0      
27       0.690000 0.576300 0 0 0      
28       0.665100 0.665100 0 0 0      
29       0.750000 0.750000 0 0 0      
30       0.746000 0.746000 0 0 0      
31       0.660000 0.660000 0 0 0      
32       0.748800 0.602000 0 0 0      
33       0.785800 0.785800 0 0 0      
34       0.737000 0.737000 0 0 0      
35       0.758100 0.758100 0 0 0      
36       0.697800 0.621200 0 0 0      
37       0.447800 0.447800 0 0 0      
38       0.768700 0.768700 0 0 0      
39       0.717500 0.717500 0 0 0      
40       0.666100 0.607600 0 0 0      
41       0.409200 0.409200 0 0 0      
42       0.750000 0.610200 0 0 0      
43       0.566600 0.566600 0 0 0      
44       0.630500 0.630500 0 0 0      

 

  144 145 146 147 148 149 150 151 152 153 154
  MI Certificate
Number
Updated DTI
(Front-end)
Updated DTI
(Back-end)
Modification
Effective
Payment

Date
Total
Capitalized

Amount
Total Deferred
Amount
Pre-
Modification

Interest (Note)
Rate
Pre-
Modification
P&I

Payment
Pre-
Modification

Initial Interest
Rate

Change Downward
Cap
Pre-
Modification

Subsequent Interest
Rate Cap
Pre-
Modification

Next Interest
Rate

Change Date
1                      
2                      
3                      
4                      
5                      
6                      
7                      
8                      
9                      
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      
24                      
25                      
26                      
27                      
28                      
29                      
30                      
31                      
32                      
33                      
34                      
35                      
36                      
37                      
38                      
39                      
40                      
41                      
42                      
43                      
44                      

 

  155 156 157 158 159 160 161 162 163 164 165
  Pre-
Modification
I/O

Term
Forgiven
Principal

Amount
Forgiven
Interest

Amount
Number of
Modifications
Cash
To/From
Brrw at
Closing
Brrw - Yrs at
in
Industry
CoBrrw -
Yrs at
in
Industry
Junior
Mortgage
Drawn
Amount
Maturity Date Primary
Borrower
Wage
Income
(Salary)
Primary
Borrower
Wage
Income
(Bonus)
1           25.75   0 20430401 33333.34 159348.1
2           6 5.5 0 20430501 11104.16 0
3           9 12 0 20430401 14300 0
4           20   0 20430401 16666.67 16865.86
5           3.25 4 0 20430501 17500 0
6           18   0 20430401 31377.79 0
7           2 20 0 20430401 1633 0
8           9 15 0 20430501 16666.66 5508.29
9           21   0 20430401 18550 0
10           10 10 0 20430401 11623.16 2975.75
11           8   0 20430501 14583.34 0
12           5   0 20430401 18333.33 0
13           17.5   289046.94 20430401 14583.33 0
14           27   0 20430401 16634.54 0
15           3   0 20430401 13364 0
16           14 23 0 20430401 20375 0
17           16   0 20430401 16666.66 0
18           10 10 0 20430301 10321.69 0
19           16 16 0 20430401 9095.01 0
20           22 12 0 20430401 3559.63 0
21           10   0 20430401 0 0
22           9 2 0 20430401 34204.3 0
23           6 12 0 20430401 9753.38 5248.78
24           0 14 0 20430401 0 0
25           15   0 20430401 12916.67 27982.08
26           17   0 20430401 15164.61 0
27           16   30516 20430401 45191.25 0
28           5   0 20430401 21064 2191.96
29           20 4 0 20430401 27284.64 0
30           4.5   0 20430301 21470.83 7507.8
31           18   0 20430301 16666.66 0
32           20 18 174000 20430401 20833.34 0
33           14 13 0 20430401 14682.56 0
34           12   0 20430401 12500 13583.33
35           20   0 20430501 20833.34 0
36           31   180000 20430301 23752.26 8416.67
37           0 35 0 20430301 0 0
38           14   0 20430401 42716.21 0
39           11.75   0 20430401 20833.34 0
40           30   29870 20430401 13361.74 0
41           11   0 20430401 15000 0
42           1.5 0 171750 20430301 54977.3 0
43           34   0 20430401 23076.54 0
44           11   0 20430201 82695.92 0

  

  166 167 168 169 170 171 172
  Primary
Borrower
Wage
Income
(Commission)
Co-Borrower
Wage Income
(Salary)
Co-Borrower
Wage Income
(Bonus)
Co-Borrower
Wage Income
(Commission)
Originator
Doc
Code
RWT Income
Verification
RWT Asset
Verification
1 0 0 0 0 Full Two Years Two Months
2 0 6516.67 0 0 Full Two Years Two Months
3 0 11666.66 0 0 Full Two Years Two Months
4 0 0 0 0 Full Two Years Two Months
5 0 8747.46 0 0 Full Two Years Two Months
6 0 0 0 0 Full Two Years Two Months
7 0 16171.67 0 0 Full Two Years Two Months
8 0 10254.58 0 0 Full Two Years Two Months
9 0 0 0 0 Full Two Years Two Months
10 0 13217.84 0 0 Full Two Years Two Months
11 0 0 0 0 Full Two Years Two Months
12 0 0 0 0 Full Two Years Two Months
13 0 0 0 0 Full Two Years Two Months
14 0 0 0 0 Full Two Years Two Months
15 0 0 0 0 Full Two Years Two Months
16 0 4958.31 0 0 Full Two Years Two Months
17 0 0 0 0 Full Two Years Two Months
18 0 0 0 0 Full Two Years Two Months
19 0 7675 0 6953.42 Full Two Years Two Months
20 0 10517.35 0 0 Full Two Years Two Months
21 0 0 0 0 Full Two Years Two Months
22 0 0 0 0 Full Two Years Two Months
23 0 0 0 0 Full Two Years Two Months
24 0 15230.82 0 0 Full Two Years Two Months
25 0 0 0 0 Full Two Years Two Months
26 12557.51 0 0 0 Full Two Years Two Months
27 0 0 0 0 Full Two Years Two Months
28 0 0 0 0 Full Two Years Two Months
29 0 0 0 0 Full Two Years Two Months
30 0 0 0 0 Full Two Years Two Months
31 0 0 0 0 Full Two Years Two Months
32 0 0 0 0 Full Two Years Two Months
33 0 0 0 0 Full Two Years Two Months
34 0 0 0 0 Full Two Years Two Months
35 0 0 0 0 Full Two Years Two Months
36 0 0 0 0 Full Two Years Two Months
37 0 7400 4702 0 Full Two Years Two Months
38 0 0 0 0 Full Two Years Two Months
39 0 0 0 0 Full Two Years Two Months
40 0 0 0 0 Full Two Years Two Months
41 0 0 0 0 Full Two Years Two Months
42 0 0 0 0 Full Two Years Two Months
43 0 0 0 0 Full Two Years Two Months
44 0 0 0 0 Full Two Years Two Months

  

 
 

 

ATTACHMENT 2

  

PURCHASE AGREEMENT

 

See Exhibit 10.10

 

EX-10.5 10 v345546_ex10-5.htm WJ BRADLEY ARW

 Exhibit 10.5

 

EXECUTION COPY

 

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT

 

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 23rd day of May, 2013, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), and WJ Bradley Mortgage Capital, LLC, a Delaware corporation (“WJ Bradley”).

 

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1 annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of July 1, 2012, between Assignor and WJ Bradley (the “Purchase Agreement”) as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

 

Assignment

 

1.            Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by WJ Bradley pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

2.            Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by WJ Bradley pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, Depositor is released from all obligations under the Purchase Agreement, and Assignee hereby accepts such assignment from Depositor.

 

3.            WJ Bradley hereby acknowledges the foregoing assignments.

 

Representations and Warranties

 

4.            Assignor warrants and represents to, and covenants with, Depositor, Assignee and WJ Bradley as of the date hereof that:

 

(a)        Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

 
 

 

(b)          Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of the representations and warranties to Assignee as contemplated herein, Assignee shall have good title to such representations and warranties under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

 

(c)          There are no offsets, counterclaims or other defenses available to WJ Bradley with respect to the Purchase Agreement;

 

(d)          Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

 

(e)          Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(f)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

5.            Depositor warrants and represents to, and covenants with, Assignor, Assignee and WJ Bradley that as of the date hereof:

 

(a)          Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

 

2
 

 

(b)          Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(c)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

 

6.            Assignee warrants and represents to, and covenants with, Assignor, Depositor and WJ Bradley that as of the date hereof:

 

(a)          Wilmington Trust, National Association, in its individual capacity is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

 

(b)          Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

 

3
 

 

7.            WJ Bradley warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

(b)          WJ Bradley is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

 

(c)          WJ Bradley has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of WJ Bradley’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of WJ Bradley’s charter or by-laws or any legal restriction, or any material agreement or instrument to which WJ Bradley is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which WJ Bradley or its property is subject. The execution, delivery and performance by WJ Bradley of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of WJ Bradley. This Agreement has been duly executed and delivered by WJ Bradley and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of WJ Bradley enforceable against WJ Bradley in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(d)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by WJ Bradley in connection with the execution, delivery or performance by WJ Bradley of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

Restated WJ Bradley Representations and Warranties

 

8.            Pursuant to Section 32(d) of the Purchase Agreement, WJ Bradley hereby restates to Depositor and Assignee, as if fully set forth herein, as of the related Closing Date, the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement, and, as of the date hereof, the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement.

 

4
 

 

In the event of a breach of any representations and warranties referred to in the immediately preceding paragraph as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel WJ Bradley to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

 

Recognition of Assignee

 

9.            From and after the date hereof, subject to Section 10 below, WJ Bradley shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time, as if Assignee and WJ Bradley had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement. 

 

Enforcement of Rights

 

10.          (a)          Controlling Holder Rights. WJ Bradley agrees and acknowledges that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its capacity as the initial Controlling Holder (as defined in the Pooling and Servicing Agreement) pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee’s rights as Purchaser under the following section of the Purchase Agreement:

 

Purchase Agreement:

 

Section or Subsection Matter
   
7.03, other than 7.03(c) Repurchase and Substitution

 

(b)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.

 

Amendments to Purchase Agreement

 

11.          The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

 

(a)          Definitions.

 

(i)          The definitions of “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

 

5
 

 

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Delaware, Maryland, Minnesota, Missouri or New York, (iii) a day on which banks in the states of California, Delaware, Maryland, Minnesota, Missouri or New York, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.         

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held for future distribution in connection with such Mortgage Loan.

 

(b)          The following sentence shall be added as the new third sentence of Subsection 7.03(a):

 

Each determination as to whether there has been such a breach shall be conducted on a Mortgage Loan-by-Mortgage Loan basis.

 

(c)          The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

 

Miscellaneous

 

12.          All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

 

(a)In the case of WJ Bradley,

 

WJ Bradley Mortgage Capital LLC

6465 Greenwood Plaza Blvd Suite 500

Centennial, CO 80111

Attention: Karin Good

Phone: (720) 250-9836

 

with a copy to

6
 

 

General Counsel at the same address

  

(b)In the case of Assignee,

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Dorri Costello

 

(c)In the case of Depositor,

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(d)In the case of Assignor,

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(e)In the case of Master Servicer,

 

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Attention: Client Manager — Sequoia Mortgage Trust 2013-7

 

7
 

 

(f)In the case of the initial Controlling Holder,

 

Sequoia Mortgage Funding Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

13.           This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

 

14.           No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

15.           This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or WJ Bradley may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or WJ Bradley, respectively, hereunder.

 

16.           This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by WJ Bradley pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

 

17.           This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

18.          The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. WJ Bradley hereby consents to such exercise and enforcement.

 

8
 

 

19.          It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by Wilmington Trust, National Association (“Wilmington Trust”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Assignee is made and intended not as a personal undertaking or agreement of or by Wilmington Trust but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wilmington Trust in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

20.          Master Servicer. WJ Bradley hereby acknowledges that the Assignee has appointed Wells Fargo Bank, N.A. to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of WJ Bradley hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

 

WJ Bradley shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #3970771416

Account Name: SAS Clearing

FFC: Account #46446300, Sequoia Mortgage Trust 2013-7 Distribution Account

 

21.          WJ Bradley acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, WJ Bradley shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

 

9
 

 

22.           Rule 17g-5 Compliance. WJ Bradley hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2013-7” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify WJ Bradley in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. WJ Bradley shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between WJ Bradley, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to WJ Bradley or (ii) such Rating Agency’s or NRSRO’s evaluation of WJ Bradley’s operations in general; provided, however, that WJ Bradley shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

 

10
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
  Assignor  
     
  By:                
  Name:  
  Title:  
     
  SEQUOIA RESIDENTIAL FUNDING, INC.
  Depositor  
     
  By:  
  Name:  
  Title:  
     
  Wilmington Trust, National
Association
,
   not in its individual capacity but solely as Trustee,
  Assignee  
     
  By:  
  Name:  
  Title:  
     
  WJ BRADLEY MORTGAGE CAPITAL LLC
     
  By:       
  Name:  
  Title:  

 

Accepted and agreed to by:  
   
WELLS FARGO BANK, N.A.  
Master Servicer  
     
By:              
Name:    
Title:    

 

Signature Page – Assignment of Representations and Warranties – WJ Bradley (SEMT 2013-7)

 

 
 

 

ATTACHMENT 1

 

MORTGAGE LOAN SCHEDULE

 

  1 2 3 4 5 6 7 8 9 10 11
  Primary Servicer Servicing Fee % Servicing Fee—Flatdollar Servicing Advance Methodology Originator Loan Group Loan Number Amortization Type Lien Position HELOC Indicator Loan Purpose
1 1000383 0.002500     WJ Bradley   10000011389 1 1 0 7
2 1000383 0.002500     WJ Bradley   10000011337 1 1 0 7
3 1000383 0.002500     WJ Bradley   10000011258 1 1 0 6
4 1000383 0.002500     WJ Bradley   10000011154 1 1 0 7
5 1000383 0.002500     WJ Bradley   10000011060 1 1 0 7
6 1000383 0.002500     WJ Bradley   10000011053 1 1 0 9
7 1000383 0.002500     WJ Bradley   10000010691 1 1 0 9
8 1000383 0.002500     WJ Bradley   10000010608 1 1 0 9
9 1000383 0.002500     WJ Bradley   10000010432 1 1 0 9
10 1000383 0.002500     WJ Bradley   10000010385 1 1 0 7
11 1000383 0.002500     WJ Bradley   10000010362 1 1 0 9
12 1000383 0.002500     WJ Bradley   10000010350 1 1 0 9
13 1000383 0.002500     WJ Bradley   10000010349 1 1 0 9
14 1000383 0.002500     WJ Bradley   10000010185 1 1 0 9
15 1000383 0.002500     WJ Bradley   10000010180 1 1 0 9
16 1000383 0.002500     WJ Bradley   10000010159 1 1 0 3
17 1000383 0.002500     WJ Bradley   10000010054 1 1 0 3
18 1000383 0.002500     WJ Bradley   10000010047 1 1 0 9
19 1000383 0.002500     WJ Bradley   10000009716 1 1 0 9
20 1000383 0.002500     WJ Bradley   10000009675 1 1 0 7
21 1000383 0.002500     WJ Bradley   10000009645 1 1 0 9
22 1000383 0.002500     WJ Bradley   10000009644 1 1 0 9
23 1000383 0.002500     WJ Bradley   10000009612 1 1 0 9
24 1000383 0.002500     WJ Bradley   10000009579 1 1 0 7
25 1000383 0.002500     WJ Bradley   10000009555 1 1 0 9
26 1000383 0.002500     WJ Bradley   10000009458 1 1 0 9
27 1000383 0.002500     WJ Bradley   10000009412 1 1 0 9
28 1000383 0.002500     WJ Bradley   10000009296 1 1 0 9
29 1000383 0.002500     WJ Bradley   10000009072 1 1 0 9
30 1000383 0.002500     WJ Bradley   10000009038 1 1 0 3
31 1000383 0.002500     WJ Bradley   10000008735 1 1 0 9
32 1000383 0.002500     WJ Bradley   10000008154 1 1 0 9
33 1000383 0.002500     WJ Bradley   10000005625 1 1 0 3

 

  12 13 14 15 16 17 18 19 20 21
  Cash Out Amount Total Origination and Discount Points Covered/High Cost Loan Indicator Relocation Loan Indicator Broker Indicator Channel Escrow Indicator Senior Loan
Amount(s)
Loan Type of Most
Senior Lien
Hybrid Period of
Most Senior Lien (in
months)
1           1 4 0    
2           1 4 0    
3           1 0 0    
4           1 0 0    
5           1 4 0    
6           1 0 0    
7           1 0 0    
8           1 0 0    
9           1 4 0    
10           1 0 0    
11           1 0 0    
12           1 0 0    
13           1 4 0    
14           1 0 0    
15           1 0 0    
16           1 0 0    
17           1 0 0    
18           1 0 0    
19           1 0 0    
20           1 0 0    
21           1 0 0    
22           1 4 0    
23           1 4 0    
24           1 0 0    
25           1 4 0    
26           1 0 0    
27           1 0 0    
28           1 0 0    
29           1 0 0    
30           1 4 0    
31           1 0 0    
32           1 0 0    
33           1 4 0    

 

  22 23 24 25 26 27 28 29 30 31
  Neg Am Limit of
Most Senior Lien
Junior Mortgage
Balance
Origination Date of
Most Senior Lien
Origination Date Original Loan
Amount
Original Interest
Rate
Original
Amortization Term
Original Term to
Maturity
First Payment Date
of Loan
Interest Type
Indicator
1   0.00   20130328 840000.00 0.038750 360 360 20130501 1
2   0.00   20130401 700000.00 0.038750 360 360 20130501 1
3   0.00   20130326 878000.00 0.038750 360 360 20130501 1
4   0.00   20130402 629250.00 0.041250 360 360 20130501 1
5   0.00   20130325 738750.00 0.037500 360 360 20130501 1
6   0.00   20130322 540000.00 0.036250 360 360 20130501 1
7   100400.00   20130402 665000.00 0.038750 360 360 20130601 1
8   250000.00   20130319 643059.00 0.038750 360 360 20130501 1
9   0.00   20130322 689000.00 0.038750 360 360 20130501 1
10   0.00   20130322 1500000.00 0.038750 360 360 20130501 1
11   183500.00   20130402 692500.00 0.038750 360 360 20130601 1
12   0.00   20130402 887000.00 0.037500 360 360 20130601 1
13   0.00   20130315 542000.00 0.038750 360 360 20130501 1
14   0.00   20130326 762000.00 0.040000 360 360 20130501 1
15   0.00   20130327 880000.00 0.036250 360 360 20130501 1
16   0.00   20130319 660000.00 0.037500 360 360 20130501 1
17   200000.00   20130306 760000.00 0.038750 360 360 20130501 1
18   0.00   20130325 663000.00 0.037500 360 360 20130501 1
19   0.00   20130306 1160000.00 0.040000 360 360 20130501 1
20   0.00   20130308 800000.00 0.037500 360 360 20130501 1
21   0.00   20130321 634000.00 0.038750 360 360 20130501 1
22   0.00   20130308 614000.00 0.038750 360 360 20130501 1
23   0.00   20130304 514000.00 0.038750 360 360 20130501 1
24   0.00   20130321 672000.00 0.038750 360 360 20130501 1
25   0.00   20130322 648000.00 0.042500 360 360 20130501 1
26   94000.00   20130326 686000.00 0.040000 360 360 20130501 1
27   250000.00   20130329 695000.00 0.038750 360 360 20130501 1
28   0.00   20130315 759300.00 0.038750 360 360 20130501 1
29   0.00   20130320 1026000.00 0.038750 360 360 20130501 1
30   0.00   20130318 812500.00 0.038750 360 360 20130501 1
31   0.00   20130322 601500.00 0.037500 360 360 20130501 1
32   0.00   20130301 700000.00 0.041250 360 360 20130501 1
33   0.00   20130321 895000.00 0.037500 360 360 20130501 1

 

  32 33 34 35 36 37 38 39 40 41
  Original Interest
Only Term
Buy Down Period HELOC Draw Period Current Loan
Amount
Current Interest
Rate
Current Payment
Amount Due
Interest Paid
Through Date
Current Payment
Status
Index Type ARM Look-back
Days
1 0 0   838762.51 0.038750 3949.99 20130401 0 0  
2 0 0   698968.76 0.038750 3291.66 20130401 0 0  
3 0 0   876706.53 0.038750 4128.68 20130401 0 0  
4 0 0   628363.39 0.041250 3049.66 20130401 0 0  
5 0 0   737637.32 0.037500 3421.27 20130401 0 0  
6 0 0   539168.57 0.036250 2462.68 20130401 0 0  
7 0 0   665000.00 0.038750 3127.08 20130401 0 0  
8 0 0   642111.64 0.038750 3023.90 20130401 0 0  
9 0 0   687984.97 0.038750 3239.93 20130401 0 0  
10 0 0   1497790.19 0.038750 7053.56 20130401 0 0  
11 0 0   692500.00 0.038750 3256.39 20130401 0 0  
12 0 0   887000.00 0.037500 4107.84 20130401 0 0  
13 0 0   541201.53 0.038750 2548.68 20130401 0 0  
14 0 0   760902.10 0.040000 3637.90 20130401 0 0  
15 0 0   878645.08 0.036250 4013.25 20130401 0 0  
16 0 0   659005.94 0.037500 3056.56 20130401 0 0  
17 0 0   758880.37 0.038750 3573.80 20130401 0 0  
18 0 0   662001.42 0.037500 3070.46 20130401 0 0  
19 0 0   1158328.65 0.040000 5538.02 20130401 0 0  
20 0 0   798795.08 0.037500 3704.92 20130401 0 0  
21 0 0   633065.99 0.038750 2981.30 20130401 0 0  
22 0 0   613095.45 0.038750 2887.26 20130401 0 0  
23 0 0   513242.77 0.038750 2417.02 20130401 0 0  
24 0 0   671010.01 0.038750 3159.99 20130401 0 0  
25 0 0   647107.23 0.042500 3187.77 20130401 0 0  
26 0 0   685011.60 0.040000 3275.07 20130401 0 0  
27 0 0   693976.12 0.038750 3268.15 20130401 0 0  
28 0 0   758181.40 0.038750 3570.51 20130401 0 0  
29 0 0   1024488.50 0.038750 4824.63 20130401 0 0  
30 0 0   811303.02 0.038750 3820.68 20130401 0 0  
31 0 0   600594.05 0.037500 2785.64 20130401 0 0  
32 0 0   699013.70 0.041250 3392.55 20130401 0 0  
33 0 0   893652.00 0.037500 4144.88 20130401 0 0  

 

  42 43 44 45 46 47 48 49 50 51
  Gross Margin ARM Round Flag ARM Round Factor Initial Fixed Rate
Period
Initial Interest Rate
Cap (Change Up)
Initial Interest Rate
Cap (Change Down)
Subsequent Interest
Rate Reset Period
Subsequent Interest
Rate Cap (Change Down)
Subsequent Interest
Rate Cap (Change
Up)
Lifetime Maximum
Rate (Ceiling)
1                    
2                    
3                    
4                    
5                    
6                    
7                    
8                    
9                    
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    
33                    

 

  52 53 54 55 56 57 58 59 60 61
  Lifetime Minimum
Rate (Floor)
Negative
Amortization Limit
Initial Negative
Amortization Recast
Period
Subsequent
Negative
Amortization Recast
Period
Initial Fixed
Payment Period
Subsequent
Payment Reset
Period
Initial Periodic
Payment Cap
Subsequent
Periodic Payment
Cap
Initial Minimum
Payment Reset
Period
Subsequent
Minimum Payment
Reset Period
1                    
2                    
3                    
4                    
5                    
6                    
7                    
8                    
9                    
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    
33                    

 

  62 63 64 65 66 67 68 69 70 71
  Option ARM
Indicator
Options at Recast Initial Minimum
Payment
Current Minimum
Payment
Prepayment Penalty
Calculation
Prepayment Penalty
Type
Prepayment Penalty
Total Term
Prepayment Penalty
Hard Term
Primary Borrower ID Number of
Mortgaged
Properties
1             0   45 2
2             0   498 2
3             0   485 1
4             0   437 3
5             0   344 2
6             0   78 1
7             0   506 2
8             0   442 1
9             0   577 1
10             0   210 2
11             0   495 1
12             0   578 1
13             0   374 1
14             0   564 2
15             0   6 2
16             0   355 1
17             0   467 2
18             0   527 3
19             0   84 1
20             0   521 1
21             0   265 1
22             0   515 1
23             0   264 2
24             0   173 1
25             0   482 2
26             0   489 1
27             0   342 1
28             0   149 1
29             0   418 2
30             0   192 4
31             0   551 1
32             0   28 1
33             0   535 2

 

  72 73 74 75 76 77 78 79 80 81
  Total Number of
Borrowers
Self-employment
Flag
Current ‘Other’
Monthly Payment
Length of
Employment:
Borrower
Length of
Employment: Co-
Borrower
Years in Home FICO Model Used Most Recent FICO
Date
Primary Wage
Earner Original
FICO: Equifax
Primary Wage
Earner Original
FICO: Experian
1   0   9.5 20.5 0 1      
2   0   6.75   0 1      
3   0   26   0 1      
4   0   14 15.25 0 1      
5   0   0.75   0 1      
6   0   19   7 1      
7   1   15   14 1      
8   1   10   13 1      
9   0   8.25 23.5 9.5 1      
10   1   23   0 1      
11   0   10   12 1      
12   0   7.5   2 1      
13   1   10.25   3.5 1      
14   0   15.5 12.75 8 1      
15   0   14 14 4 1      
16   0   0   16 1      
17   0   11 29 18 1      
18   1   6.75   2 1      
19   0   13   5 1      
20   0   18.75 3 0 1      
21   0   4.25   10 1      
22   0   0   24 1      
23   1   12 15 8 1      
24   0   7 0 0 1      
25   0   1.25 16 13 1      
26   0   6 1 9 1      
27   0   1.75   2.75 1      
28   0   11 0 12 1      
29   0   0 23 2 1      
30   0   4.5 5.75 1 1      
31   1   24 48 31 1      
32   0   6 2.75 9 1      
33   1   11   8 1      

 

  82 83 84 85 86 87 88 89 90 91
  Primary Wage
Earner Original
FICO: TransUnion
Secondary Wage
Earner Original
FICO: Equifax
Secondary Wage
Earner Original
FICO: Experian
Secondary Wage
Earner Original
FICO: TransUnion
Original
Primary Borrower
FICO
Most Recent
Primary Borrower
FICO
Most Recent Co-
Borrower FICO
Most Recent FICO
Method
VantageScore:
Primary Borrower
VantageScore: Co-
Borrower
1         765          
2         804          
3         718          
4         787          
5         779          
6         774          
7         803          
8         754          
9         744          
10         739          
11         779          
12         777          
13         776          
14         803          
15         784          
16         768          
17         743          
18         796          
19         753          
20         722          
21         767          
22         750          
23         763          
24         759          
25         720          
26         801          
27         768          
28         735          
29         713          
30         745          
31         798          
32         768          
33         776          

 

  92 93 94 95 96 97 98 99 100 101
  Most Recent
VantageScore
Method
VantageScore Date Credit Report:
Longest Trade Line
Credit Report:
Maximum Trade
Line
Credit Report:
Number of Trade
Lines
Credit Line Usage
Ratio
Most Recent 12-
month Pay History
Months Bankruptcy Months Foreclosure Primary Borrower
Wage Income
1             000000000000     4905.25
2             000000000000     15794.48
3             000000000000     7999.01
4             000000000000     7687.00
5             000000000000     14000.00
6             000000000000     12500.00
7             000000000000     36448.79
8             000000000000     58786.25
9             000000000000     14166.66
10             000000000000     41635.40
11             000000000000     14567.77
12             000000000000     18333.33
13             000000000000     8903.57
14             000000000000     24200.00
15             000000000000     28165.30
16             000000000000     9784.04
17             000000000000     14333.34
18             000000000000     21941.92
19             000000000000     27767.13
20             000000000000     14629.62
21             000000000000     10810.54
22             000000000000     10147.00
23             000000000000     7704.59
24             000000000000     10311.51
25             000000000000     10416.67
26             000000000000     10658.35
27             000000000000     8333.33
28             000000000000     42019.24
29             000000000000     0.00
30             000000000000     16575.87
31             000000000000     779.83
32             000000000000     6250.00
33             000000000000     36800.00

 

  102 103 104 105 106 107 108 109 110 111
  Co-Borrower Wage
Income
Primary Borrower
Other Income
Co-Borrower Other
Income
All Borrower Wage
Income
All Borrower Total
Income
4506-T Indicator Borrower Income
Verification Level
Co-Borrower
Income Verification
Borrower
Employment
Verification
Co-Borrower
Employment
Verification
1 5305.74 0.00 3600.00 10210.99 13810.99 1 5   3  
2   0.00   15794.48 15794.48 1 5   3  
3   11585.94   7999.01 19584.95 1 5   3  
4 21560.36 0.00 0.00 29247.36 29247.36 1 5   3  
5 0.00 0.00 0.00 14000.00 14000.00 1 5   3  
6   0.00   12500.00 12500.00 1 5   3  
7 0.00 0.00 0.00 36448.79 36448.79 1 5   3  
8   0.00   58786.25 58786.25 1 5   3  
9 26000.00 0.00 0.00 40166.66 40166.66 1 5   3  
10   0.00   41635.40 41635.40 1 5   3  
11 0.00 0.00 0.00 14567.77 14567.77 1 5   3  
12 0.00 0.00 0.00 18333.33 18333.33 1 5   3  
13 0.00 4592.95 0.00 8903.57 13496.52 1 5   3  
14 25096.93 0.00 0.00 49296.93 49296.93 1 5   3  
15 4710.14 5601.17 0.00 32875.44 38476.61 1 5   3  
16   0.00   9784.04 9784.04 1 5   3  
17 14416.67 0.00 0.00 28750.01 28750.01 1 5   3  
18 0.00 0.00 0.00 21941.92 21941.92 1 5   3  
19 0.00 0.00 0.00 27767.13 27767.13 1 5   3  
20 0.00 0.00 0.00 14629.62 14629.62 1 5   3  
21   0.00   10810.54 10810.54 1 5   3  
22   0.00   10147.00 10147.00 1 5   3  
23 1842.73 0.00 0.00 9547.32 9547.32 1 5   3  
24 8406.66 0.00 0.00 18718.17 18718.17 1 5   3  
25 4467.39 0.00 0.00 14884.06 14884.06 1 5   3  
26 5000.00 0.00 0.00 15658.35 15658.35 1 5   3  
27   13122.91   8333.33 21456.24 1 5   3  
28 0.00 0.00 0.00 42019.24 42019.24 1 5   3  
29 26700.84 0.00 6949.75 26700.84 33650.59 1 5   3  
30 9199.97 0.00 0.00 25775.84 25775.84 1 5   3  
31 8940.83 0.00 0.00 9720.66 9720.66 1 5   3  
32 0.00 21668.02 0.00 6250.00 27918.02 1 5   3  
33 0.00 0.00 0.00 36800.00 36800.00 1 5   3  

 

  112 113 114 115 116 117 118 119 120 121
  Borrower Asset
Verification
Co-Borrower Asset
Verification
Liquid / Cash
Reserves
Monthly Debt All
Borrowers
Originator DTI Fully Indexed Rate Qualification
Method
Percentage of Down
Payment from
Borrower Own
Funds
City State
1 4   164471.13 5967.65 0.432094     100.000000 NEWPORT BEACH CA
2 4   387101.80 6791.59 0.429998     100.000000 REDWOOD CITY CA
3 4   1138059.25 8237.61 0.420609     100.000000 NEWPORT BEACH CA
4 4   101359.08 11701.40 0.400084     100.000000 MAMMOTH LAKES CA
5 4   86132.74 4965.69 0.354692     100.000000 SAN DIEGO CA
6 4   266219.18 3766.96 0.301357       SAN FRANCISCO CA
7 4   121916.71 7266.58 0.199364       TORRANCE CA
8 4   414457.79 6356.15 0.108123       NEWPORT BEACH CA
9 4   425815.41 6850.10 0.170542       CARLSBAD CA
10 4   184312.49 17866.37 0.429115     100.000000 LOS GATOS CA
11 4   482120.38 5057.42 0.347165       SAN MATEO CA
12 4   56292.03 6749.98 0.368181       MANHATTAN BEACH CA
13 4   69136.84 3158.37 0.234014       WASHINGTON UT
14 4   121538.09 7447.93 0.151083       SAN DIEGO CA
15 4   292202.90 4945.36 0.128529       COLORADO SPRINGS CO
16 4   222782.63 4349.80 0.444581       MALIBU CA
17 4   1083557.61 8960.11 0.311656       ORANGE CA
18 4   125119.34 8258.04 0.376359       PLAYA DEL REY CA
19 4   280764.63 7589.26 0.273318       MANHATTAN BEACH CA
20 4   93556.51 6567.25 0.448901     100.000000 REDONDO BEACH CA
21 4   45582.51 4419.67 0.408830       SAN DIEGO CA
22 4   31645.72 4440.56 0.437623       LOS GATOS CA
23 4   67994.29 3295.81 0.345208       CHANDLER AZ
24 4   68529.83 4960.95 0.265034     100.000000 SAN DIEGO CA
25 4   40980.18 5039.24 0.338566       SAN JOSE CA
26 4   37460.08 6464.10 0.412821       REDONDO BEACH CA
27 4   124865.03 6932.15 0.323083       CORONA DEL MAR CA
28 4   254323.31 6419.70 0.152780       POWAY CA
29 4   225484.71 11722.72 0.348366       SACRAMENTO CA
30 4   87688.20 11386.30 0.441743       HENDERSON NV
31 4   65820.27 3425.11 0.352354       PALO ALTO CA
32 4   531246.64 4663.68 0.167049       CORONADO CA
33 4   105971.60 8222.22 0.223430       HALF MOON BAY CA

 

  122 123 124 125 126 127 128 129 130 131
  Postal Code Property Type Occupancy Sales Price Original Appraised
Property Value
Original Property
Valuation Type
Original Property
Valuation Date
Original Automated
Valuation Model
(AVM) Model Name
Original AVM
Confidence Score
Most Recent
Property Value2
1 92660 1 1 1200000.00 1200000.00 3 20130318      
2 94062 1 1 1000000.00 1000000.00 3 20130315      
3 92663 7 1 1778000.00 1780000.00 3 20130315      
4 93546 1 2 839000.00 839000.00 3 20130313      
5 92131 7 1 985000.00 985000.00 3 20130305      
6 94116 1 1   1050000.00 3 20130313      
7 90505 1 1   1100000.00 3 20130307      
8 92660 7 1   1550000.00 3 20130307      
9 92008 1 1   1125000.00 3 20130221      
10 95032 1 1 2001000.00 2000000.00 3 20130227      
11 94402 1 1   1580000.00 3 20130306      
12 90266 1 1   1300000.00 3 20130308      
13 84780 1 1   735000.00 3 20130211      
14 92130 7 1   1050000.00 3 20130301      
15 80908 7 1   1100000.00 3 20130312      
16 90265 1 1   1500000.00 3 20130304      
17 92869 7 1   1600000.00 3 20130208      
18 90293 1 1   1125000.00 3 20130301      
19 90266 1 1   1772000.00 3 20130218      
20 90277 1 1 1000000.00 1000000.00 3 20130220      
21 92130 7 1   925000.00 3 20130223      
22 95030 1 1   1100000.00 3 20130221      
23 85248 7 1   825000.00 3 20130215      
24 92120 1 1 840000.00 850000.00 3 20130225      
25 95125 1 1   810000.00 3 20130208      
26 90277 1 1   1200000.00 3 20130221      
27 92625 7 1   1755000.00 3 20130219      
28 92064 7 1   1235000.00 3 20130220      
29 95864 7 1   1560000.00 3 20130201      
30 89052 7 1   1250000.00 3 20130112      
31 94303 1 1   1675000.00 3 20130218      
32 92118 7 1   875000.00 3 20130128      
33 94019 1 1   1700000.00 3 20121201      

 

  132 133 134 135 136 137 138 139 140 141
  Most Recent
Property Valuation
Type
Most Recent
Property Valuation
Date
Most Recent AVM
Model Name
Most Recent AVM
Confidence Score
Original CLTV Original LTV Original Pledged
Assets
Mortgage Insurance
Company Name
Mortgage Insurance
Percent
MI: Lender or
Borrower Paid?
1         0.700000 0.700000 0 0 0  
2         0.700000 0.700000 0 0 0  
3         0.493800 0.493800 0 0 0  
4         0.750000 0.750000 0 0 0  
5         0.750000 0.750000 0 0 0  
6         0.514200 0.514200 0 0 0  
7         0.695800 0.604500 0 0 0  
8         0.576100 0.414800 0 0 0  
9         0.612400 0.612400 0 0 0  
10         0.750000 0.750000 0 0 0  
11         0.554400 0.438200 0 0 0  
12         0.682300 0.682300 0 0 0  
13         0.737400 0.737400 0 0 0  
14         0.725700 0.725700 0 0 0  
15         0.800000 0.800000 0 0 0  
16         0.440000 0.440000 0 0 0  
17         0.600000 0.475000 0 0 0  
18         0.589300 0.589300 0 0 0  
19         0.654600 0.654600 0 0 0  
20         0.800000 0.800000 0 0 0  
21         0.685400 0.685400 0 0 0  
22         0.558100 0.558100 0 0 0  
23         0.623000 0.623000 0 0 0  
24         0.800000 0.800000 0 0 0  
25         0.800000 0.800000 0 0 0  
26         0.650000 0.571600 0 0 0  
27         0.538400 0.396000 0 0 0  
28         0.614800 0.614800 0 0 0  
29         0.657600 0.657600 0 0 0  
30         0.650000 0.650000 0 0 0  
31         0.359100 0.359100 0 0 0  
32         0.800000 0.800000 0 0 0  
33         0.526400 0.526400 0 0 0  

 

  142 143 144 145 146 147 148 149 150 151
  Pool Insurance Co.
Name
Pool Insurance Stop
Loss %
MI Certificate
Number
Updated DTI
(Front-end)
Updated DTI
(Back-end)
Modification
Effective Payment
Date
Total Capitalized
Amount
Total Deferred
Amount
Pre-Modification
Interest (Note) Rate
Pre-Modification P&I
Payment
1                    
2                    
3                    
4                    
5                    
6                    
7                    
8                    
9                    
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    
33                    

 

  152 153 154 155 156 157 158 159 160 161
  Pre-Modification
Initial Interest Rate
Change Downward
Cap
Pre-Modification
Subsequent Interest
Rate Cap
Pre-Modification
Next Interest Rate
Change Date
Pre-Modification I/O
Term
Forgiven Principal
Amount
Forgiven Interest
Amount
Number of
Modifications
Cash To/From Brrw at Closing Brrw - Yrs at in Industry CoBrrw - Yrs at in Industry
1                 25 25
2                 6.75  
3                 26  
4                 22 26
5                 5  
6                 19  
7                 18  
8                 19  
9                 15 25
10                 23  
11                 24  
12                 8  
13                 17  
14                 15.5 14
15                 30 14
16                 0  
17                 27 29
18                 28  
19                 14  
20                 25 10
21                 13  
22                 0  
23                 12 15
24                 7 4.5
25                 20 16
26                 30 25
27                 19  
28                 11 0
29                 0 23
30                 19 5.75
31                 24 48
32                 6 10
33                 28  

 

  162 163 164 165 166 167 168 169 170 171 172
  Junior Mortgage Drawn Amount Maturity Date Primary Borrower Wage Income (Salary) Primary Borrower Wage Income (Bonus) Primary Borrower Wage Income (Commission) Co-Borrower Wage Income (Salary) Co-Borrower Wage Income (Bonus) Co-Borrower Wage Income (Commission) Originator Doc Code RWT Income Verification RWT Asset Verification
1 0 20430401 4905.25 0 0 5305.74 0 0 Full Two Years Two Months
2 0 20430401 15794.48 0 0 0 0 0 Full Two Years Two Months
3 0 20430401 7999.01 0 9316.94 0 0 0 Full Two Years Two Months
4 0 20430401 7687 0 0 21560.36 0 0 Full Two Years Two Months
5 0 20430401 14000 0 0 0 0 0 Full Two Years Two Months
6 0 20430401 12500 0 0 0 0 0 Full Two Years Two Months
7 35103 20430501 36448.79 0 0 0 0 0 Full Two Years Two Months
8 250000 20430401 58786.25 0 0 0 0 0 Full Two Years Two Months
9 0 20430401 14166.66 0 0 26000 0 0 Full Two Years Two Months
10 0 20430401 41635.4 0 0 0 0 0 Full Two Years Two Months
11 171517 20430501 14567.77 0 0 0 0 0 Full Two Years Two Months
12 0 20430501 18333.33 0 0 0 0 0 Full Two Years Two Months
13 0 20430401 8903.57 0 0 0 0 0 Full Two Years Two Months
14 0 20430401 24200 0 0 25096.93 0 0 Full Two Years Two Months
15 0 20430401 28165.3 0 0 4710.14 0 0 Full Two Years Two Months
16 0 20430401 9784.04 0 0 0 0 0 Full Two Years Two Months
17 34086 20430401 14333.34 0 0 14416.67 0 0 Full Two Years Two Months
18 0 20430401 21941.92 0 0 0 0 0 Full Two Years Two Months
19 0 20430401 27767.13 0 0 0 0 0 Full Two Years Two Months
20 0 20430401 14629.62 0 0 0 0 0 Full Two Years Two Months
21 0 20430401 10810.54 0 0 0 0 0 Full Two Years Two Months
22 0 20430401 10147 0 0 0 0 0 Full Two Years Two Months
23 0 20430401 7704.59 0 0 1842.73 0 0 Full Two Years Two Months
24 0 20430401 10311.51 0 0 8406.66 0 0 Full Two Years Two Months
25 0 20430401 10416.67 0 0 4467.39 0 0 Full Two Years Two Months
26 94000 20430401 10658.35 0 0 5000 0 0 Full Two Years Two Months
27 223192 20430401 8333.33 0 13122.91 0 0 0 Full Two Years Two Months
28 0 20430401 42019.24 0 0 0 0 0 Full Two Years Two Months
29 0 20430401 0 0 0 26700.84 6949.75 0 Full Two Years Two Months
30 0 20430401 16575.87 0 0 9199.97 0 0 Full Two Years Two Months
31 0 20430401 779.83 0 0 8940.83 0 0 Full Two Years Two Months
32 0 20430401 6250 0 21668.02 0 0 0 Full Two Years Two Months
33 0 20430401 36800 0 0 0 0 0 Full Two Years Two Months

 

 
 

 

ATTACHMENT 2

 

See Exhibit 10.11

 

 

EX-10.6 11 v345546_ex10-6.htm CUSTODIAL AGREEMENT

EXHIBIT 10.6

 

CUSTODIAL AGREEMENT

 

Dated as of May 1, 2013

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,

 

WELLS FARGO BANK, N.A.,

as Custodian,

 

WELLS FARGO BANK, N.A.,

as Master Servicer,

 

Sequoia Residential Funding, Inc.,

as Depositor,

 

and

 

Redwood Residential Acquisition Corporation,

as Seller

 

 
 

 

TABLE OF CONTENTS

 

      Page
       
Article 1 Definitions
     
Article 2 Custodial Terms
       
  Section 2.1 Appointment of the Custodian
       
  Section 2.2 Custodian Fees
       
Article 3 Custody of Mortgage Documents
       
  Section 3.1 Delivery of Mortgage Files
       
  Section 3.2 Review of Mortgage Files 8 
       
  Section 3.3 Certifications and Reports
       
  Section 3.4 Release of Mortgage Files
       
  Section 3.5 Inspection of Mortgage Files 10
       
  Section 3.6 Copies of Mortgage Files 10
       
  Section 3.7 Documents Missing From Mortgage Files 10
       
Article 3A Custody of Credit File Documents and Underwriting Guidelines 10
       
  Section 3A.1 Delivery of Credit Files 10
       
  Section 3A.2 Confirmation of Receipt of Credit Files 11
       
  Section 3A.3 Credit File Certifications and Reports 11
       
  Section 3A.4 Requests for Credit Files 11
       
  Section 3A.5 Images Missing from Credit Files 12
       
  Section 3A.6 Retention of Underwriting Guidelines 12
       
Article 4 Concerning the Custodian 12
       
  Section 4.1 Custodian May Resign: Trustee May Remove Custodian. 12
       
  Section 4.2 Merger or Consolidation of Custodian 13
       
  Section 4.3 Limitation of Custodians Duties 13

 

i
 

 

  Section 4.4 Standard of Care; Indemnification 15
       
  Section 4.5 Force Majeure 16
       
  Section 4.6 Accounting 17
       
  Section 4.7 Compliance Certification 17
       
  Section 4.8 Subcontracting 17
       
Article 5 Representations and Warranties 18
       
  Section 5.1 Capital Requirements 18
       
  Section 5.2 No Claims to Mortgage Loans 18
       
Article 6 Covenants 19
       
  Section 6.1 Insurance 19
       
  Section 6.2 Storage of Mortgage Files 19
       
Article 7 Miscellaneous 19
       
  Section 7.1 Notices 19
       
  Section 7.2 Entire Agreement 21
       
  Section 7.3 Binding Nature of Agreement: Assignment 21
       
  Section 7.4 Governing Law 21
       
  Section 7.5 Recordation of Agreement 21
       
  Section 7.6 Agreement for the Exclusive Benefit of Parties 22
       
  Section 7.7 Counterparts 22
       
  Section 7.8 Indulgences: Not Waivers 22
       
  Section 7.9 Titles Not to Affect Interpretation 22
       
  Section 7.10 Provisions Separable 22
       
  Section 7.11 Conflict or Inconsistency 22
       
  Section 7.12 Waiver of Trial by Jury 22
       
  Section 7.13 Submission to Jurisdiction; Waivers 22
       
  Section 7.14 Non-petition 23
       
  Section 7.15 Termination 23
       
Signature Page   24

  

ii
 

 

EXHIBITS

 

EXHIBIT A   DELIVERY INSTRUCTIONS
     
EXHIBIT B   DATA FORMAT
     
EXHIBIT C   AUTHORIZED REPRESENTATIVES CERTIFICATION
     
EXHIBIT D-1   INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE
     
EXHIBIT D-2   INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR
     
EXHIBIT D-3   INITIAL AUTHORIZED REPRESENTATIVES OF ORIGINATORS AND SERVICERS
     
EXHIBIT D-4   INITIAL AUTHORIZED REPRESENTATIVES OF WELLS FARGO BANK, N.A., AS MASTER SERVICER
     
EXHIBIT E   SCHEDULE OF FEES
     
EXHIBIT F   REQUEST FOR RELEASE OF DOCUMENTS
     
EXHIBIT G   FORM OF CERTIFICATION
     
EXHIBIT H   FORM OF TRANSMITTAL LETTER
     
EXHIBIT I   FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
     
EXHIBIT J   FORM OF CREDIT FILE CERTIFICATION
     
EXHIBIT K   LIST OF ORIGINATORS AND MORTGAGE LOAN PURCHASE AGREEMENTS
     
EXHIBIT L   LIST OF SERVICER AND SERVICING AGREEMENT
     
ANNEX 1   DOCUMENT EXCEPTION CODES

  

iii
 

 

CUSTODIAL AGREEMENT

 

THIS CUSTODIAL AGREEMENT dated as of May 1, 2013 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, not in its individual capacity but solely as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-7 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Wilmington Trust, National Association, and Sequoia Residential Funding, Inc.

 

RECITALS

 

The Trustee desires to appoint the Custodian to act as its custodian for the purposes of, from time to time, receiving and holding certain documents, instruments and papers delivered hereunder, all upon the terms and conditions and subject to the limitations hereinafter set forth.

 

Now therefore, in consideration of the mutual promises and agreements herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE 1.

DEFINITIONS

 

Except as otherwise specified herein or as the context may otherwise require, whenever used in this Custodial Agreement, the following words and phrases shall have the meaning specified in this Article.

 

Acknowledgements” As used on Exhibits K and L, the Assignment of Representations and Warranties Agreements and the Assignment, Assumption and Recognition Agreements, each dated May 23, 2013, assigning rights under the related mortgage loan purchase agreements and the servicing agreement, respectively, from the Seller to the Depositor and from the Depositor to the Trustee, for the benefit of the certificateholders, acknowledged by the Master Servicer.

 

Authorized Representative” As defined in Section 3.4 hereof.

 

CEN” Cenlar FSB, a federal savings bank.

 

Certification” The certificate to be delivered pursuant to Section 3.2(a) in the form of Exhibit G.

 

Closing Date” May 23, 2013.

 

Co-op Loan” A Mortgage Loan that is secured by a first lien on and a perfected security interest in Co-op Shares and the related Proprietary Lease granting exclusive rights to occupy the related co-op unit in the building owned by the related co-op corporation.

 

1
 

 

Co-op Shares” With respect to any Co-op Loan, the shares of stock issued by a co-op corporation and allocated to a co-op unit and represented by a stock certificate.

 

Credit File” As defined in Section 3A.1 of this Custodial Agreement.

 

Credit File Certification” The certificate to be delivered pursuant to Section 3A.3 in the form of Exhibit J.

 

Credit File Exception Report” As defined in Section 3A.3 of this Custodial Agreement.

 

Custodian” Wells Fargo Bank, N.A., and its successors and assigns, in its capacity as custodian hereunder.

 

Data Tape” As defined in Section 3A.1 of this Custodial Agreement.

 

Delivery Date” The later of the date of receipt by the Custodian of any (i) Mortgage File or (ii) Mortgage Loan Schedule.

 

Designated Custody Signer” Any officer or employee of the Custodian involved in, or responsible for, the custody of the Mortgage Loans. The name and specimen signature of each Designated Custody Signer is maintained by the Custodian and is available for review upon request.

 

Depositor” Sequoia Residential Funding, Inc., as depositor under the Pooling and Servicing Agreement.

 

Exception” With respect to any Mortgage Loan any variance from the requirements of Section 3.1 hereof with respect to the Mortgage Files (taking into consideration the right to deliver certified copies in lieu of original documents in certain circumstances).

 

Exception Report” The list, in the format of Annex 1, of Mortgage Loans delivered by the Custodian to the Trustee as provided in Section 3.2 hereof, reflecting the Mortgage Loans held by the Custodian, which includes codes indicating any Exceptions with respect to each Mortgage Loan listed thereon.

 

Exchange Act” The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 

FRB” First Republic Bank, a California corporation.

 

Master Servicer” Wells Fargo Bank, N.A., and its successors and assigns, as master servicer of the Mortgage Loans under the Pooling and Servicing Agreement.

 

MERS” Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

 

MERS Mortgage Loan” Any Mortgage Loan registered with MERS on the MERS® System.

 

2
 

 

MERS® System” The system of recording transfers of mortgages electronically maintained by MERS.

 

Miscellaneous Images” As defined in Section 3A.1 of this Custodial Agreement.

 

MIN” The Mortgage Identification Number for any MERS Mortgage Loan.

 

Mortgage” The original mortgage, deed of trust or other instrument creating a first lien on the Mortgaged Property.

 

Mortgage Certificates” As defined in the first paragraph of this Custodial Agreement.

 

Mortgage File” A legal-sized pocket folder containing the Mortgage Loan documents described in Section 3.1 that is labeled in the upper right-hand corner to identify clearly the Servicer, the Trustee, the mortgagor, the Mortgage Loan number and any previous Mortgage Loan number.

 

Mortgage Loan” A loan identified on a Mortgage Loan Schedule.

 

Mortgage Loan Schedule” The electronic transmission of Mortgage Loans substantially in the form of Exhibit B. Such list shall set forth the following information with respect to each Mortgage Loan:

(1)the loan number;
(2)the street address (including unit number, city, state) of the related mortgaged property;
(3)mortgagor name;
(4)original principal balance of the Mortgage Loan;
(5)stated maturity date;
(6)mortgage interest rate;
(7)origination date;
(8)first payment date;
(9)principal and interest
(10)with respect to each ARM loan, the first adjustment date;
(11)with respect to each ARM loan, the maximum mortgage interest rate;
(12)with respect to each ARM loan, the periodic rate cap;
(13)with respect to each ARM loan, the gross margin;
(14)rounding method;
(15)ARM rounding percent;
(16)ARM look back;
(17)ARM index;
(18)Interest only flag;
(19)Interest only term;
(20)a code indicating if the Mortgage Loan is a MERS Mortgage Loan and, if so, the MIN;
(21)a code indicating if the Mortgage Loan is a Co-op Loan; and
(22)Servicer loan ID.

 

3
 

 

Mortgage Note” The original executed note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan.

 

Mortgaged Property” The underlying property securing the Mortgage Loan.

 

Mortgagor” The obligor on a promissory note.

 

Opinion of Counsel” A written opinion of counsel acceptable to the Custodian.

 

Originator” Each of the parties listed on Exhibit K, and their respective successors and assigns, as a party to a mortgage loan purchase agreement with the Seller or a prior purchaser.

 

Person” Any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

 

PHH” PHH Mortgage Corporation, a New Jersey corporation.

 

PHH Mortgage Loan” Any Mortgage Loan originated or acquired by PHH.

 

Pooling and Servicing Agreement” As defined in the first paragraph of this Custodial Agreement.

 

Proprietary Lease” The lease on a co-op unit evidencing the possessory interest of the owner of the Co-op Shares in such co-op unit.

 

Rejected Release Request” A Request for Release that is rejected because (i) the Custodian no longer has custody of the Mortgage File or (ii) the Request for Release is improperly prepared.

 

Request for Release” A request for a release from the Servicer or the Master Servicer of a Mortgage File either in an electronic format or signed by an Authorized Representative of the Servicer or the Master Servicer, in the form attached hereto as Exhibit F.

 

Required Credit File Document” As defined in Section 3A.1 of this Custodial Agreement.

 

Securities Administrator” Wells Fargo Bank, N.A., as securities administrator under the Pooling and Servicing Agreement.

 

Seller” Redwood Residential Acquisition Corporation, as seller of the Mortgage Loans under the Mortgage Loan Purchase and Sale Agreement, dated May 23, 2013, by and between Redwood Residential Acquisition Corporation and Sequoia Residential Funding, Inc.

 

Servicer” Each of CEN, FRB, or PHH, and their respective successors and assigns, in its role as servicer of the Mortgage Loans under the servicing agreement listed on Exhibit L.

 

Trust Fund” The trust fund created pursuant to the Pooling and Servicing Agreement.

 

4
 

 

Underwriting Guidelines” As defined in Section 3A.7 of this Custodial Agreement.

 

ARTICLE 2.

CUSTODIAL TERMS

 

Section 2.1. Appointment of Custodian. The Trustee hereby appoints the Custodian to act as custodian of the Mortgage Files for the Mortgage Loans, the Credit Files and the Underwriting Guidelines delivered to the Custodian pursuant to this Custodial Agreement and the Custodian hereby accepts such appointment.

 

Section 2.2. Custodian Fees. The Master Servicer hereby agrees to pay the Custodian, out of its own funds and not funds of the Trust Fund, the fees and expenses of the Custodian as described on Exhibit E attached hereto. The obligation of the Master Servicer to pay the fees for services described on Exhibit E hereto shall apply to the Custodian’s services until the termination of this Custodial Agreement, unless the parties hereto mutually agree upon a different schedule. All fees and expenses of the Custodian for services not described in this Custodial Agreement or Exhibit E shall be reimbursed by the Trust Fund, subject to the limitations on reimbursements in clause (B) of the definition of Available Distribution Amount in the Pooling and Servicing Agreement.

 

All of the Custodian’s fees and expenses shall be due upon receipt of an invoice from the Custodian. The Master Servicer shall notify the Custodian in writing of any disputed fees or expenses within 60 days of the invoice date, specifying the subject matter of the dispute. The obligations of the Master Servicer to pay Custodian for such fees and expenses in connection with services provided by Custodian hereunder can be transferred along with the assignment of this Custodial Agreement. All accrued and unpaid fees and expenses and any other amounts due and owing to the Custodian under this Custodial Agreement shall survive the termination, resignation or removal of the Custodian.

 

Upon the issuance of the Mortgage Certificates, the Depositor shall pay to the Custodian a loan file review fee of $4.00 per Mortgage File. The Depositor shall not be responsible for any other fees or expenses of the Custodian under this Custodial Agreement, other than as set forth on Exhibit E hereto.

 

ARTICLE 3.

CUSTODY OF MORTGAGE DOCUMENTS

 

Section 3.1. Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee:

 

(a)With respect to any Mortgage Loan that is not a Co-op Loan:

 

5
 

 

(i)The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of                      , without recourse” and signed in the name of the applicable Originator, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a copy of the note together with a lost note affidavit. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by the applicable Originator, as “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the endorsement must be by the Originator, as the case may be, “[Originator], formerly known as [previous name]”. In the event the mortgagee shown on the Mortgage Note is not an Originator, the endorsement on the Mortgage Note must also reflect a complete chain of title to the applicable Originator.

 

(ii)The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, a copy of the original Mortgage together with a certificate of either the closing attorney, an officer of the title insurer which issued the related title insurance policy or an officer of the Originator, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.

 

(iii)In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from the applicable Originator, prepared in blank, which assignment shall be in form and substance acceptable for recording. In the event that the Mortgage Loan was acquired by such Originator in a merger, the assignment must be by the Originator, as the case may be, “[Originator], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by an Originator while doing business under another name, the assignment must be by such Originator,, formerly known as [previous name]”. In the event the mortgagee shown in the Mortgage Note is not an Originator, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each PHH Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in form and substance acceptable for recording.

 

(iv)The original policy of title insurance, or a certified true and complete copy of such policy, or an uncertified copy of such policy or, if the policy has not yet been issued, a copy of the written commitment or interim binder issued by the title insurance company.

 

(v)Originals, or certified true copies from the appropriate recording office, of any intervening assignments of the Mortgage with evidence of recording thereon.

 

(vi)Originals or copies of all assumption and modification agreements, if any, or, in the case of a Mortgage Loan originated by PHH or Sterling Savings Bank, if the original assumption and modification agreement has not yet been returned from the recording office, a certified copy of such assumption and modification agreement.

 

6
 

 

(vii)Originals or copies of each power of attorney, surety agreement and guaranty agreement.

 

(viii)With respect to each Mortgage Loan originated by any Originator other than PHH, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.

 

(b)With respect to each Co-op Loan:

 

(i)the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements and, in the case of a Co-op Loan originated by PHH, the original or a copy of the guaranty of the Co-op Loan, if any;

 

(ii)the original security agreement;

 

(iii)the original proprietary lease and an original assignment of the proprietary lease in blank;

 

(iv)the original recognition agreement;

 

(v)the original stock certificate representing the Co-op Shares and original stock power in blank;

 

(vi)the original UCC-1 financing statement with evidence of filing; and

 

(vii)the original UCC-3 assignment in blank.

 

If with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception Report.

 

With respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause to be delivered such original documents to the Custodian promptly when they are received.

 

The Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the Custodian as the duly appointed agent of the Trustee.

 

7
 

 

Section 3.2. Review of Mortgage Files. The Custodian shall review items in Section 3.1(a)(i) through (viii) and Section 3.1(b)(i) through (vii) (if applicable) of the Mortgage File and report to the Trustee any exceptions within one Business Day following the Delivery Date, or, if more than 200 Mortgage Files are delivered on the same day, within one additional Business Day following the Delivery Date for each additional 100 Mortgage Files delivered to the Custodian on a Delivery Date. Furthermore, the Custodian shall compare the Mortgage Note to items (1) through (9), and (if applicable) items (10) through (21), set forth in the Mortgage Loan Schedule of this Custodial Agreement. With respect to Section 3(b)(iv), the Custodian shall have no obligation to compare the date of the funding of any Mortgage Loan or the lien priority of any Mortgage Loan with the information in the title policy.

 

Section 3.3. Certifications and Reports. Upon the completion of its review of each Mortgage File pursuant to Section 3.2 hereof, the Custodian shall deliver to the Trustee, the Depositor, the Seller, and the applicable Originator (in an electronic format), a Certification in the form of Exhibit G with respect to the related Mortgage Loans, in which the Custodian shall certify that such Mortgage Loans are held for the Trustee, and that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents described in Section 3.1(a), and if applicable, all documents described in Section 3.1(b), of this Custodial Agreement are in its possession, and (ii) such documents have been reviewed by the Custodian and appear on their face to be regular and to relate to such Mortgage Loan and satisfy the requirements set forth in Section 3.1 and the Mortgage Note conforms to the Mortgage Loan Schedule items specified in Section 3.1.

 

If the Custodian determines from such verification that any discrepancy or deficiency exists with respect to a Mortgage File, the Custodian shall note such discrepancy on the schedule of exceptions attached to the Certification (the “Exception Report”). Each Exception Report shall list all Exceptions using such codes substantially as listed on Annex 1. Each Exception Report shall be superseded by a subsequently issued Exception Report and shall replace the then existing Exception Report.

 

Within 60 days after the Closing Date (as defined in the Pooling and Servicing Agreement), the Depositor shall complete or cause to be completed the assignments of mortgage (“Assignments of Mortgage”) in the name of “Wilmington Trust, National Association, as Trustee, for Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-7” (or shall prepare or cause to be prepared new forms of Assignment of Mortgage so completed in the name of the Trustee) for each PHH Mortgage Loan (including each PHH Mortgage Loan that is a MERS Mortgage Loan), and for each other Mortgage Loan that is not a MERS Mortgage Loan. The Custodian shall release such completed Assignments of Mortgage to the Depositor or its designee for recording and the Depositor shall cause such recorded Assignments of Mortgage (or, in lieu of the original recorded Assignment of Mortgage, a duplicate or conformed copy of the Assignment of Mortgage, together with a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy of the original and that such original has been or is currently submitted to be recorded in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located) to be returned to the Custodian within 270 days after the Closing Date, and added to the Mortgage Files. On the 270th day after the Closing Date (or the first Business Day thereafter) the Custodian shall deliver a final Certification in the form annexed hereby as Exhibit G to the Trustee, against receipt of the prior Certification from the Trustee for cancellation.

 

8
 

 

In the event a Certification is lost, destroyed or otherwise unavailable or a revised Certification is required, upon written request to the Custodian, the Custodian will issue a new Certification. Upon the issuance of a new Certification, the prior Certification for such Mortgage Loans shall be deemed canceled. The Custodian shall be under no duty or obligation to inspect, review or examine any documents, instruments, certificates or other papers constituting part of the Mortgage File to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face.

 

Section 3.4. Release of Mortgage Files.

 

(a)Upon the payment in full of a Mortgage Loan and within two Business Days of its receipt of a Request for Release, the Custodian will either (i) release the related Mortgage File to or upon the order of the requesting party, as directed in the Request for Release, or (ii) notify the requesting party in writing or in a mutually agreed upon electronic format of the Rejected Release Request and take no further action on the Request for Release.

 

(b)Upon the purchase or repurchase of any Mortgage Loan or the substitution of any Mortgage Loan pursuant to a mortgage loan purchase agreement or the Pooling and Servicing Agreement and within two Business Days of its receipt of a Request for Release, the Custodian will either (i) release the related Mortgage File to or upon the order of the requesting party, as directed in the Request for Release, or (ii) notify the requesting party in writing or in a mutually agreed upon electronic format of the Rejected Release Request and take no further action on the Request for Release.

 

(c)Upon the foreclosure of any Mortgage Loan or to facilitate modification, enforcement, and collection procedures with respect to any Mortgage Note and within two Business Days of its receipt of a Request for Release, the Custodian will either (i) release the related Mortgage File to the requesting party as directed in the Request for Release, or (ii) notify the requesting party in writing or in a mutually agreed upon electronic format of the Rejected Release Request and take no further action on the Request for Release.

 

(d)From time to time and as appropriate for the sale to a third party purchaser of any of the Mortgage Loans, the Custodian is hereby authorized, upon receipt of a Request for Release from a requesting party, to release or cause to be released to the related third party purchaser the Mortgage Loans set forth in such Request for Release together with a transmittal letter substantially in the form attached hereto as Exhibit H. Upon receipt of the payoff amount for such sale and notice thereof from the Securities Administrator, the Trustee will provide the Custodian written notification of its release of interest in such Mortgage Loans;

 

(e)Any Certification issued while any Mortgage File is held by a party other than the Custodian shall reflect that the Custodian holds such Mortgage File as custodian pursuant to this Custodial Agreement, but the Exception Report shall specify that the Custodian has released such Mortgage File to the Person specified therein pursuant to this Section 3.4. Upon receipt of a written certification from the Master Servicer or the Servicer to the Custodian that a Mortgage Loan has been liquidated, the Custodian shall thereupon reflect any such liquidation on its Mortgage Loan Schedule.

 

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(f)Notwithstanding the foregoing and unless otherwise required by state law, as notified by the Master Servicer, in the event the Custodian receives a Request for Release within five (5) days of the Delivery Date, the Custodian shall have a reasonable period of time to release the Mortgage File in accordance with this Section 3.4.

 

Each person initially authorized to give and receive notices, requests and instructions and to deliver certificates and documents in connection with this Custodial Agreement on behalf of the Trustee, the Depositor, CEN, as a Servicer, FRB, as a Servicer and as an Originator, PHH, as a Servicer and as an Originator, or the Master Servicer, is listed, together with the specimen signature for such person, on Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4 (each person so authorized from time to time, an “Authorized Representative”).

 

From time to time, the Trustee, the Depositor, the Seller, the Master Servicer or the Servicer may deliver to the Custodian a certification in the form of Exhibit C hereof, reflecting changes in the respective list of Authorized Representatives, but the Custodian shall be entitled to rely conclusively on the each current list of Authorized Representatives until receipt of a superseding certification in the form of Exhibit C hereof.

 

Section 3.5. Inspection of Mortgage Files. Upon at least two Business Days prior written notice to the Custodian, the Servicer, or the agent of the Servicer, may inspect and examine, at any time during ordinary business hours of the Custodian, any or all Mortgage Files relating to Mortgage Loans serviced by the Servicer that are in the possession, or under the control of, the Custodian. The Servicer shall pay all fees, costs, and expenses incurred by the Custodian in connection with any such inspection and/or examination.

 

Section 3.6. Copies of Mortgage Files. Upon at least two Business Days prior written notice to the Custodian, the Custodian shall provide the Trustee with copies of any document or documents contained in the Mortgage File for any Mortgage Loan. The Master Servicer shall pay copy fees and expenses as provided in Exhibit E attached hereto.

 

Section 3.7. Documents Missing from Mortgage Files. Upon the request of the Trustee or the Depositor, the Custodian shall, not later than one Business Day after receipt of such request, provide to the Depositor or the Trustee, as the case may be, a list of all the Mortgage Loans for which Custodian holds a Mortgage File pursuant to this Custodial Agreement and a list of documents missing from each Mortgage File. Such list may be in the form of a copy of the Mortgage Loan Schedule with manual deletions to specifically denote any Mortgage Loans paid off, liquidated or repurchased since the date of this Custodial Agreement.

 

ARTICLE 3A.

CUSTODY OF CREDIT FILES AND UNDERWRITING GUIDELINES

 

Section 3A.1. Delivery of Credit Files. The Seller shall deliver or cause to be delivered to the Custodian, in form and method reasonably acceptable to the Custodian, and on a date mutually agreed upon by and among the parties hereto but not later than 90 days after the Closing Date, a data tape (which shall include the (a) Mortgage Loan number, (b) borrower first name, (c) borrower last name and (d) property address for each Mortgage Loan) (the “Data Tape”), and, to the extent made available to the Depositor, the following images, to be held by the Custodian for the benefit of the Trustee:

 

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(1)         Mortgage Loan application;

(2)         Mortgage Loan property appraisal; and

(3)         HUD-1 for each Mortgage Loan (collectively, the “Required Credit File Documents”).

 

The Seller shall also deliver to the Custodian the entire credit file that it receives with respect to each Mortgage Loan from the applicable Originator, which shall include the Required Credit File Documents (the “Credit File”) within 90 days of the Closing Date. The Custodian hereby acknowledges that each Credit File will be held by the Custodian as the duly appointed agent of the Trustee. The Custodian shall have no obligation to confirm receipt of any items included in a Credit File other than the Required Credit File Documents.

 

Any image, document, file, or any other information delivered to the Custodian with the Credit Files that is not a Required Credit File Document shall be deemed to be a miscellaneous image (collectively, “Miscellaneous Images”). The Custodian shall have no obligation to review, report or otherwise confirm the presence or existence of any Miscellaneous Images.

 

Section 3A.2. Confirmation of Receipt of Credit Files. The Custodian shall review the Required Credit File Documents and report to the Trustee any exceptions within 45 Business Days following the Custodian’s receipt of the Credit Files. An exception shall exist if any image of a Required Credit File Document is missing.

 

Section 3A.3. Credit File Certifications and Reports. Upon the completion of its review of the Required Credit File Documents pursuant to Section 3A.2 hereof, the Custodian shall deliver to the Trustee, the Depositor, and the Seller (in electronic format), a Credit File Certification in the form of Exhibit J with respect to the related Credit Files, in which the Custodian shall certify (subject to any identified exceptions as described below) that such Credit Files are held for the Trustee, and that all images of the Required Credit File Documents are in its possession.

 

If the Custodian determines that any image of a Required Credit File Document is missing from the Credit File, the Custodian shall note such exception on the schedule of exceptions attached to the Confirmation (the “Credit File Exception Report”). Each Credit File Exception Report shall be superseded by a subsequently issued Credit File Exception Report and shall replace the then existing Credit File Exception Report.

 

In the event a Credit File Certification is lost, destroyed, or otherwise unavailable or a revised Credit File Certification is required, upon written request to the Custodian, the Custodian shall issue a new Credit File Certification. Upon the issuance of a new Credit File Certification, the prior Credit File Certification for such Credit Files shall be deemed canceled.

 

Section 3A.4. Requests for Credit Files. Upon receipt of a request in the form of Exhibit F from the Trustee in a mutually agreed upon format, the Custodian shall, within 5 Business Days of receipt of such request, deliver electronic images of the Credit Files to the Trustee or its designated agent. The designated agent must be identified to the Custodian in advance by the Trustee in writing by an authorized officer of the Trustee. The Custodian shall not be required to provide any physical copies of any of the Credit Files to any requesting party.

 

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Section 3A.5. Images Missing from Credit Files. Upon the written request of the Trustee, the Seller or the Depositor, the Custodian shall, not later than one Business Day after receipt of such request, provide to the Depositor, the Seller or the Trustee, as the case may be, a list of all of the Mortgage Loans for which the Custodian holds a Credit File pursuant to this Custodial Agreement and the most recent Credit File Exception Report.

 

Section 3A.6. Retention of Underwriting Guidelines. The Custodian hereby agrees to hold all underwriting guidelines (“Underwriting Guidelines”) that it receives from the Seller. The Underwriting Guidelines shall be delivered to the Custodian in a .zip format, and shall be clearly labeled as the “Underwriting Guidelines.” The Custodian shall not conduct, and shall not be responsible for conducting, any review of the Underwriting Guidelines. The Custodian’s sole responsibility regarding the Underwriting Guidelines shall be to hold the .zip file of the Underwriting Guidelines received from the Seller in custody for the benefit of the Trustee, and the Custodian hereby acknowledges that the Underwriting Guidelines shall be held by the Custodian as the duly appointed agent of the Trustee.

 

Upon the Custodian’s receipt of a written request from the Trustee, the Seller or the Depositor for a copy of any of the Underwriting Guidelines, the Custodian shall promptly deliver (no later than 3 Business Days from the receipt of such request) a copy of the entire .zip file containing such Underwriting Guidelines to the requesting party.

 

ARTICLE 4.

CONCERNING THE CUSTODIAN

 

Section 4.1. Custodian May Resign: Trustee May Remove Custodian.

 

(a)The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of any or all of the Mortgage Loans by giving 60 days’ written notice thereof to the Trustee. Upon receiving such notice of resignation, the Trustee shall either (i) take custody of the Mortgage Files, the Credit Files and the Underwriting Guidelines itself and give prompt notice thereof to Custodian or (ii) promptly appoint a successor Custodian by written instrument, in duplicate, which instrument shall be delivered to the resigning Custodian and to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files, the Credit Files and the Underwriting Guidelines and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. Any and all fees and expenses incurred by the Custodian relating to any such petition shall be paid by the Custodian.

 

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(b)The Trustee may remove the Custodian for cause upon 60 days’ prior written notice. In such event, the Trustee shall either (i) take custody of the Mortgage Files, the Credit Files and the Underwriting Guidelines itself and give prompt notice thereof to Custodian or (ii) promptly appoint a successor Custodian by written instrument, in duplicate, which instrument shall be delivered to the removed Custodian and to the successor Custodian. In the event of the removal of the Custodian for cause, the Master Servicer shall pay any release fee charged by the Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directed by Trustee, all Mortgage Files, the Credit Files and the Underwriting Guidelines being administered under this Custodial Agreement relating to such Mortgage Loans. The cost and expenses relating to such file transfer shall be paid by the Custodian. If the Trustee shall not have taken custody of the Mortgage Files, the Credit Files and the Underwriting Guidelines and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of removal, the removed Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. Any and all fees and expenses incurred by the Custodian relating to any such petition shall be paid by the Custodian.

 

(c)In the event of resignation by the Custodian or removal of the Custodian by the Trustee due to a breach of this Agreement by the Custodian, then the cost and expenses of transfer of the Mortgage Files, the Credit Files and the Underwriting Guidelines shall be the responsibility of the Custodian; provided, however, in the event that the Custodian terminates its obligations and resigns hereunder due in part to nonpayment of the Custodian’s fees or expenses that are the responsibility of the Master Servicer hereunder, then such transfer shall be at the expense of the Master Servicer.

 

(d)In the event that the Custodian moves any Mortgage File from the state where the Mortgage Files are initially kept pursuant to this Agreement, the Custodian shall provide prompt written notice to the Trustee of the location of such Mortgage File.

 

(e)No resignation or termination of the Custodian shall be effective hereunder until the Trustee or a successor Custodian acceptable to the Trustee and the Depositor has assumed the duties of Custodian hereunder. The Master Servicer shall pay all the fees and expenses of a successor Custodian to the extent any such fees and expenses are required to be paid by the Master Servicer as specified in Exhibit E.

 

Section 4.2. Merger or Consolidation of Custodian. Any entity into which the Custodian may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion, or consolidation to which the Custodian shall be a party, or any entity succeeding to the business of the Custodian, shall be the successor of the Custodian 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.

 

Section 4.3. Limitation of Custodian’s Duties. The Custodian shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the parties hereto. The Custodian:

 

(a)may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel; and shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, unless it shall be provided that the Custodian was negligent in ascertaining the pertinent facts;

 

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(b)shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities, provided that this subsection shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth herein;

 

(c)will be regarded as making no representations and having no responsibilities as to the validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the Mortgage Loans, and will not be required to and will not make any representations as to the validity, value, perfectibility, genuineness, ownership or transferability of the Mortgage Loans;

 

(d)may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, facsimile or other document delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; may rely on and shall be protected in acting upon the written instructions of the Trustee and such employees and representatives of the Trustee as the Trustee may hereinafter designate in writing;

 

(g)shall not be responsible for the validity and perfection of the Trustee’s security interest in the Mortgage Loans hereunder, other than the Custodian’s obligation to take possession of the Mortgage Files as set forth in Section 3.1 hereof, and makes no representation or warranty with respect to, the validity, adequacy or perfection of any lien upon or security interest in any Mortgage File;

 

(h)shall have no responsibility or duty with respect to any Mortgage Files, Credit Files or Underwriting Guidelines while not in its possession;

 

(i)shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, acknowledgement, consent, order or document in the Mortgage Files, the Credit Files or the Underwriting Guidelines;

 

(j)shall not be liable with respect to any action taken or omitted to be taken in accordance with any written direction, instruction, acknowledgement, consent or any other communication that is from the Trustee or any other Person specified herein and that complies with the provisions of this Custodial Agreement.

 

(k)shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Custodial Agreement, other than for the Custodian’s compensation or for reimbursement of expenses;

 

(l)shall have no duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage File is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform it duties hereunder; and

 

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(m)shall have no duty to ascertain whether or not any cash amount or payment has been received by the Securities Administrator, the Servicer, any Originator, any Mortgage Loan purchaser or seller, or any other third person.

 

(n)In the event that (i) the Trustee or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Mortgage File, Credit File or Underwriting Guidelines or any document included within a Mortgage File, Credit File or Underwriting Guidelines or (ii) a third party shall institute any court proceeding by which any Mortgage File, Credit File or Underwriting Guidelines or a document included within a Mortgage File, Credit File or Underwriting Guidelines shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, the Trustee or the Custodian (whichever is the party receiving such service) shall promptly deliver or cause to be delivered to the Servicer copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall, to the extent permitted by law and any court order, continue to hold and maintain all Mortgage Files, Credit Files and Underwriting Guidelines that are the subject of such proceedings pending an order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, and if permitted by such determination, the Custodian shall dispose of such Mortgage File, Credit File or Underwriting Guidelines or any document included within such Mortgage File, Credit File or Underwriting Guidelines as directed in writing by the Servicer, which shall give a direction consistent with such court determination. Neither the Custodian nor the Trustee shall have any obligation to monitor or appear in any such proceeding on behalf of or in the name of the Trustee. Expenses and fees (including, without limitation, attorney’s fees and expenses) of the Custodian or the Trustee, as applicable, incurred as a result of such proceedings shall be reimbursed by the Trust Fund, subject to the limitations on reimbursements in clause (B) of the definition of Available Distribution Amount in the Pooling and Servicing Agreement.

 

The provisions of this Section 4.3 shall survive the resignation or removal of the Custodian and the termination or transfer of this Custodial Agreement.

 

Section 4.4. Standard of Care; Indemnification.

 

(a)The Seller agrees to indemnify and hold harmless the Custodian and each of the Custodian’s parent, affiliates, subsidiaries, directors, officers, employees and agents against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and expenses, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them under this Custodial Agreement or any related document or agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against Custodian solely as a result of the material breach by Custodian of its obligations hereunder, which breach was caused by negligence, bad faith, or willful misconduct on the part of the Custodian. The foregoing indemnification shall survive the termination or transfer of this Custodial Agreement, and the resignation or removal of the Custodian.

 

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(b)The Custodian shall indemnify and hold harmless the Seller, the Depositor, the Master Servicer (where the Master Servicer and the Custodian are not the same entity) and the Trustee and each of their directors, officers, employees and agents from and against any and all losses, liabilities, obligations, damages, penalties, actions, judgments, suits, claims, costs, expenses (including attorneys’ fees and related expenses), disbursements or any and all other costs and expenses of any kind or nature whatsoever that may be incurred in connection with, or arising out of, the Custodian’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard for its obligations and duties hereunder, including but not limited to its failure to produce (or provide evidence of delivery of), upon any request hereunder, any Mortgage Note or other document or instrument comprising a Mortgage File after the Custodian has certified that such document or instrument was in its possession pursuant to the terms hereof. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except as set forth above. In no event shall the Custodian or its directors, officers, agents or employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or any of them hereunder or in connection herewith even if advised of the possibility of such damages. This indemnification provided in this Section 4.4(b) shall survive the termination of this Custodial Agreement and the resignation or removal of the Custodian hereunder.

 

(c)No provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Custodial Agreement, including but not limited to Section 4.4(b) hereof) in the performance of its duties under this Custodial Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it.

 

(d)If the Seller fails to indemnify the Custodian as required in this Section 4.4, the Trust Fund shall indemnify the Custodian as required under this Section 4.4, subject to the limitation on reimbursements described in clause (B) of the definition of Available Distribution Amount in the Pooling and Servicing Agreement.

 

Section 4.5. Force Majeure. The Custodian will not have any liability for failure to perform or delay in performing duties set forth herein if the failure or delay is due to an event of force majeure. A force majeure is an event or condition beyond the Custodian’s control, such as, without limitation, a natural disaster, civil unrest, state of war, or act of terrorism. The Custodian will make reasonable efforts to prevent performance delays or disruptions in the event of such occurrences.

 

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Section 4.6. Accounting. On or before March 1st of each calendar year, beginning with March 1, 2014, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Depositor, the Securities Administrator, the Seller and the Servicer a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant to Section 4.7 below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

 

Section 4.7. Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 2014, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and the Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party (which shall be without any “knowledge” or other qualifier, in form and substance reasonably satisfactory to the recipients thereof, and which shall include (i) the extent and scope of any material instance of noncompliance, including any material impacts or effects as a result of a material instance of noncompliance, that have affected payments or expected payments on the certificates issued pursuant to the Pooling and Servicing Agreement, (ii) whether a material instance of noncompliance involved any certificate issued pursuant to the Pooling and Servicing Agreement, and (iii) its plans, if any, or actions already undertaken, for remediating a material instance of noncompliance or the impacts caused by such material instance of noncompliance) and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

 

Section 4.8. Subcontracting. The Custodian has not and shall not engage any subcontractor which is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB.

 

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ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

 

Section 5.1. Capital Requirements. The Custodian represents, warrants, and covenants that:

 

(a)The Custodian is (i) a national banking association duly organized, validly existing and in good standing under the laws of the United States and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this Custodial Agreement. Nothing in this Agreement shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage Loan is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform it duties hereunder;

 

(b)The execution, delivery and performance of this Custodial Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Custodial Agreement by the Custodian in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i) violate, contravene or create a default under any applicable laws, licenses or permits to the best of its knowledge, or (ii) violate, contravene or create a default under any charter document or bylaw of the Custodian or, to the best of the Custodian’s knowledge, any contract, agreement or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its property;

 

(c)The execution and delivery of this Custodial Agreement by the Custodian and the performance of and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority, or, if such consent or approval is required, it has been obtained; and

 

(d)This Custodial Agreement, and each Certification issued hereunder, when executed and delivered by the Custodian will constitute valid, legal and binding obligations of the Custodian, enforceable against the Custodian in accordance with their respective terms, except (i) as the enforcement thereof may be limited by applicable debtor relief laws and (ii) that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law.

 

(e)Unless the Custodian notifies the Trustee and the Depositor in writing not less than thirty (30) days prior to any transfer of the Mortgage Files, such files will be held by the Custodian, in the Custodian’s sole discretion, in the State of Minnesota.

 

(f)The Custodian represents and warrants that the Custodian is a depository institution or a trust company subject to supervision or examination by a federal or state authority and has the combined capital and surplus of at least $50 million.

 

Section 5.2. No Claims to Mortgage Loans. The Custodian, solely in its capacity as Custodian, represents and warrants that (i) it took possession of the Mortgage Loans on behalf of the Trustee, to the best of its knowledge, without written notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under the Employee Retirement Income Security Act of 1974, as amended), (ii) except as permitted in this Custodial Agreement, it does not and will not, in its capacity as Custodian, assert any claim or interest in the Mortgage Loans and will hold such Mortgage Loans pursuant to the terms of this Custodial Agreement, and (iii) it has not encumbered or transferred its right, title or interest as Custodian in the Mortgage Loans other than to, or as directed by, the Trustee. Notwithstanding any other provisions of this Custodial Agreement and without limiting the generality of the foregoing, the Custodian shall not at any time exercise or seek to enforce any claim, right or remedy, including any statutory or common law rights of set-off, if any, that the Custodian may otherwise have against all or any part of a Mortgage File, Mortgage Loan or proceeds of either.

 

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ARTICLE 6.

COVENANTS

 

Section 6.1. Insurance. The Custodian will, at its own expense, maintain in full force and effect at all times during the term of this Custodial Agreement the following:

 

(a)fidelity insurance;

 

(b)errors and omissions insurance;

 

(c)theft of documents insurance; and

 

(d)forgery insurance.

 

All such insurance shall be in amounts with standard coverage and subject to deductibles as is customary for insurance typically maintained by banking institutions or trust companies which act as custodians. A certificate of the respective insurer as to each such policy shall be furnished to the Trustee, upon request.

 

Section 6.2. Storage of Mortgage Files. The Custodian will segregate and store the Mortgage Files in secure, fire resistant storage facilities in accordance with customary controls on access regarding the safety and security of the Mortgage Files.

 

ARTICLE 7.

MISCELLANEOUS

 

Section 7.1 Notices. Any notice, demand or consent, required or permitted by this Custodial Agreement shall be in writing and shall be effective and deemed delivered only when received by the party to which it is sent. Any such notice, demand or consent shall be deemed to have been duly given if (i) personally delivered, (ii) mailed by registered mail, postage prepaid, (iii) delivered by overnight courier, or (iv) transmitted via email, telegraph or facsimile, in each instance at the address listed below, or such other address as may hereafter be furnished by any party to the other parties in writing:

 

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If to the Custodian:

 

Wells Fargo Bank, N.A.

751 Kasota Avenue

Minneapolis, MN 55414

Attention: Document Custody – Sequoia Mortgage Trust 2013-7

 

If to the Master Servicer:

 

Wells Fargo Bank, N.A.

P.O. Box 98

Columbia, MD 21046

Attention: Client Manager – Sequoia Mortgage Trust 2013-7

 

(or, for overnight deliveries,

9062 Old Annapolis Road

Columbia, MD 21045

Attention: Client Manager – Sequoia Mortgage Trust 2013-7)

 

If to the Trustee:

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Corporate Trust — Sequoia Mortgage Trust 2013-7

 

If the Depositor:

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 330

Mill Valley, CA 94941

 

If to the Seller:

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention: Sequoia Mortgage Trust 2013-7

 

If to CEN:

 

Cenlar FSB

425 Phillips Boulevard

Ewing, NJ 08618

 

With a copy address to Corporate Counsel at the same address

 

If to FRB:

 

First Republic Bank

111 Pine Street

San Francisco, CA 94111

Attention: Tony Sachs

 

20
 

 

If to PHH:

 

PHH Mortgage Corporation

One Mortgage Way

Mt. Laurel, NJ 08054

Attention: Vice President, Servicing

 

Section 7.2. Entire Agreement. This Custodial Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including any prior custodial agreements. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof, and no implied covenants or obligations shall be read into this Custodial Agreement concerning the Custodian. This Custodial Agreement may not be modified or amended other than by an agreement in writing signed by the parties hereto.

 

Section 7.3. Binding Nature of Agreement: Assignment. This Custodial Agreement shall be binding upon and inure to the benefit of the Custodian and the Trustee and their respective and permitted assigns. The Trustee may assign its interest in any of the Mortgage Loans held under this Custodial Agreement to a successor trustee pursuant to the Pooling and Servicing Agreement, by delivery of the following to the Custodian: (a) written notice of such assignment identifying the Mortgage Loans to be assigned and the assignee of such Mortgage Loans and (b) a written agreement of such assignee to assume all obligations of the Trustee under this Custodial Agreement with respect to such Mortgage Loans. Upon receipt of any such written notice of assignment and written assumption of obligations, the Custodian shall treat such assignee as the Trustee for all purposes of this Custodial Agreement. The Custodian shall not assign, transfer, pledge or grant a security interest in any of its rights, benefits or privileges hereunder, nor shall the Custodian delegate or appoint any other person or entity to perform or carry out any of its duties, responsibilities or obligations under this Custodial Agreement, without the prior written consent of the Trustee.

 

Section 7.4. Governing Law. This Custodial Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York notwithstanding any law, rule, regulation, or other conflict-of-law provisions to the contrary.

 

Section 7.5. Recordation of Agreement. To the extent permitted by applicable law, this Custodial Agreement 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 properties subject to the mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer in its sole discretion.

 

21
 

 

Section 7.6. Agreement for the Exclusive Benefit of Parties. This Custodial Agreement is for the exclusive benefit of the parties hereto and their respective successors and permitted assigns, and shall not be deemed to create or confer any legal or equitable right, remedy or claim upon any other Person whatsoever, except that the holders of the Mortgage Certificates shall be third party beneficiaries of this Custodial Agreement.

 

Section 7.7 Counterparts. This Custodial Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

 

Section 7.8. Indulgences: Not Waivers. Neither the failure nor any delay on the part of a party hereto to exercise any right, remedy, power or privilege under this Custodial Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

 

Section 7.9. Titles Not to Affect Interpretation. The titles of sections and subsections contained in this Custodial Agreement are for convenience only and they neither form a part of this Custodial Agreement nor are they to be used in the construction or interpretation hereof.

 

Section 7.10. Provisions Separable. The provisions of this Custodial Agreement are independent of and separable from each other and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be valid or unenforceable in whole or in part.

 

Section 7.11. Conflict or Inconsistency. In the event of any conflict or inconsistency between the terms and provisions of this Custodial Agreement and the terms and provisions of any contract, instrument or other agreement between Custodian and any third party, the terms and provisions of this Custodial Agreement shall control, provided, however, that in the event of any conflict or inconsistency between the terms of this Custodial Agreement and the instructions of the Trustee, the Trustee’s instructions shall control.

 

Section 7.12. Waiver of Trial by Jury. The parties hereto each knowingly, voluntarily and intentionally waives to the fullest extent permitted by applicable law any right it may have to a trial by jury of any dispute arising under or relating to this Custodial Agreement or the transactions contemplated hereby.

 

Section 7.13. Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

 

(a)submits for itself and its property in any legal action or proceeding relating to this Custodial Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the State of New York, the federal courts of the United States of America for the Southern District of New York, and any appellate courts from any thereof;

 

22
 

 

(b)consents that any such action or proceeding may be brought in such courts and, to the extent permitted by applicable law, waives any objection that it may now or hereafter have to the venue of any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

 

(c)agrees that the service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to its address set forth herein or at such other address of which the other party shall have been notified; and

 

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

 

Section 7.14. Non-petition. Notwithstanding anything in this Custodial Agreement to the contrary, the Custodian, in its capacity as custodian hereunder, shall not, prior to the date which is one year and one day after the termination of this Custodial Agreement, with respect to the Depositor or the Trustee, acquiesce, petition or otherwise invoke or cause the Depositor or the Trustee (or any assignee) to invoke the process of the court or governmental authority for the purpose of commencing or sustaining a case against the Depositor or the Trustee under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the Trustee or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Depositor or the Trustee.

 

Section 7.15 Termination. Unless terminated earlier pursuant to Section 4.1, this Custodial Agreement shall terminate upon the earlier of (a) the repurchase of all of the Mortgage Loans pursuant to a mortgage loan purchase agreement or pursuant to the Pooling and Servicing Agreement, which repurchase shall be evidenced by a notice from the Securities Administrator to the Custodian stating that beneficial ownership of the Mortgage Loans has been transferred to their purchaser or purchasers, (b) the Custodian’s receipt of written notice from the Securities Administrator of the final payment or liquidation of the final Mortgage Loan held by the Custodian under this Custodial Agreement or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan, or (c) the final payment date of the Certificates as evidenced by a notice from the Securities Administrator to the Custodian, a copy of which notice shall be simultaneously delivered to the Depositor, and delivery of the Mortgage Files pursuant to the Trustee’s instructions. Upon termination of this Custodial Agreement, the related Mortgage Files will be released by the Custodian in accordance with the Trustee’s written instructions.

 

[Signatures appear on the following page.]

 

23
 

 

IN WITNESS WHEREOF, the parties have entered into this Custodial Agreement as of the date on the cover page of this Custodial Agreement.

 

  WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
     
  By:  
  Name:   
  Title:  
     
  Wells Fargo Bank, N.A., as Custodian
     
  By:  
  Name:  
  Title:  
     
  Wells Fargo Bank, N.A., as Master Servicer
     
  By:  
  Name:  
  Title:  
     
  Sequoia Residential Funding, Inc.,
  as Depositor
     
  By:  
  Name:  
  Title:  
     
  Redwood Residential Acquisition Corporation, as Seller
     
  By:  
  Name:  
  Title:  

 

Signature Page – Custodial Agreement (SEMT 2013-7)

 

 
 

 

EXHIBIT A

 

DELIVERY INSTRUCTIONS

 

Wells Fargo DOCUMENT CUSTODY

 

Address & Contact Name: Wells Fargo Bank, N.A.

Attn: Private Certifications

751 Kasota Avenue

Minneapolis, MN 55414

 

Notification of Transfer: Please notify ____________ at (612)______ with the anticipated date of the transfers and the number of loan files to be sent to Wells Fargo Bank, N.A.

 

Shipping instructions:

·Documents placed in a pocket file folder (legal size)
·Labels, affixed to the upper right hand corner of the legal-size pocket file folder, including Issuer Name, Previous Loan # (if any), Borrower Name, Loan #
·Loan files placed in sequential, numerical loan number order inside archive boxes
·A packing list, consisting of a list of the loans and the box number, must be included in each box
·Each box must be marked on the outside to identify its contents as follows: Investor/Seller/Funding Date/Box 1 of __ , Ln # 100000–100200

 

A-1
 

 

EXHIBIT B

 

DATA FORMAT

 

Each column must contain the column header indicated in the new CSV Field Header name column on the attached grid.

 

Each column is separated by a comma; if data in a column contains valid commas, that data is surrounded by double quotes; so the file is comma delimited and double quote text qualified. Double quotes are only required when the data contains commas that do not indicate a new column.

 

Dates are required to be formatted as follows: MM/DD/YYYY

 

All data should be formatted as Text. The TYPE referred to below is a listing of what the field type on the collateral tracking system is. This is to assist in identifying what data is importable to a specific field and what is not. For example a value of ‘Monday’ would not be importable to the Rate field as Rate is a numeric field and the value of ‘Monday’ is text characters.

 

Char and Varchar = Any text up to the length specified, can be any combo of letters numbers that fit within the maximum field length

 

Numeric = Only numbers. Precision is found under formatting. For example 3.3 = 123.123, 6.2 = 123456.12

 

Small int = A number between 0 and 32,000

 

Tiny Int = 0 or 1 (0 = unchecked, 1 = checked).

 

Integer = Numeric without decimals.

 

*Required

Field Header Name   Type   Formatting   Max Length   Description 
COLL_KEY*   Char(20)       20   Collateral Id
ALT_ID   Char(20)       20   Alternate id
BORROWER*   Varchar(60)       60   Borrower 1 Last Name
CASENUM   Char(20)       20   Case Number
CLOSED   Small Date   MM/DD/YYYY   10   Closed Date
FIRSTDUE   Small Date   MM/DD/YYYY   10   First Due Date
MATURITY*   Small Date   MM/DD/YYYY   10   Maturity Date
RATE*   Numeric   3.6   9   Rate
LNAMOUNT*   Numeric   12.2   14   Original Loan Amount
PI   Numeric   6.2   8   Payment & Interest
STATE*   Char(2)       2   State
CITY*   Varchar(60)       60   City
ZIP*   Varchar(10)       10   Zip Code
ADDRESS*   Varchar(60)       60   Address
ARMADJ*   Small Date   MM/DD/YYYY   10   ARM Adjust Date
ARMCONV   Char(1)       1   ARM Convertability
ARMROUND   Numeric   3.6   9   ARM Round
ARMACAP*   Numeric   3.6   9   ARM Annual Cap
ARMLCAP*   Numeric   3.6   9   ARM Life Cap
ARMMARGIN*   Numeric   3.6   9   ARM Margin
ARMFLOOR   Numeric   3.6   9   ARM Floor
ARMINDEX   Varchar(10)       10   ARM Index Source
ARMIDXRATE   Numeric   3.6   9   ARM Index Rate

 

B-1
 

 

Field Header Name   Type   Formatting   Max Length   Description 
ARMLOOKBAK   Small Int   1   5   ARM Look back
MERSMIN*   Char(18)       18   Mers Min Number
MERSFLAG*   TinyInt   1   1   MERS Flag (1=Checked 0 = Unchecked)
BOOKPAGE   Char(10)       10   Instrument Book and Page number
CTRLNUM   Varchar(7)       7   Control Number
INSTRUMENT   Varchar(20)       20   Instrument Number
RECORDED   Small Date   MM/DD/YYYY   10   Recorded Date
CURR_UPB   Numeric   12.2   14   Current Unpaid Principal Balance
INVEST_KEY   Char(20)       20   Investor Id
ISMOM   TinyInt   1   1   MOM Flag (1 = Checked 0 = Unchecked)
TRUSTNUM   VarChar(40)       40   Trust Number
UDF_CHAR1*   Varchar(40)       40   User Defined Character Field 1 (co-op)
UDF_CHAR2   Varchar(40)       40   User Defined Character Field 2
UDF_DATE1   Small Date   MM/DD/YYYY   10   User Defined Date Field 1
UDF_DATE2   Small Date   MM/DD/YYYY   10   User Defined Date Field 2
UDF_DOL1   Numeric   12.2   14   User Defined Dollar Field 1
UDF_DOL2   Numeric   12.2   14   User Defined Dollar Field 2
UDF_PCT1   Numeric   4.6   10   User Defined Percentage Field 1
UDF_PCT2   Numeric   4.6   10   User Defined Percentage Field 2
UDF_INT1   Integer   7   7   User Defined Integer Field 1
UDF_INT2   Integer   7   7   User Defined Integer Field 2
VINNUM   Varchar(20)       20   Vehicle Identification Number
MAKE   Varchar(10)       10   Vehicle Make
MODEL   Varchar(10)       10   Vehicle Model
YEAR   Varchar(4)       4   Vehicle Year
ASSTDESC   Varchar(25)       25   Description Of The Asset
LTV   Numeric   3.1   4   Loan To Value Ratio
TERM   Varchar(3)       3   Loan or Lease Term
Address2   Varchar(30)       30   Address 2
BORR1FIRST*   Varchar(30)       30   Borrower 1 First name
BORR1MID   Varchar(30)       30   Borrower 1 Middle Name
BORR2FIRST   Varchar(30)       30   Borrower 2 First Name
BORR2MID   Varchar(30)       30   Borrower 2 Middle Name
BORR2LAST   Varchar(60)       60   Borrower 2 Last Name
ARMCEIL   Numeric   2.3   5   ARM Ceiling
COUNTY   Varchar       40   County
RATECHGFRQ   Small Int       5   Rate Change Frequency – In months
BALLOONFLG   TinyInt       1   Balloon Flag (1 = Checked 0 = Unchecked)
BALLOONTRM   Small Int       5   Balloon Term – In months
IO_FLAG   TinyInt       1  

Interest Only Flag

(1 = Checked 0 = Unchecked)

IO_TERM   Small Int       5   Interest Only Term – In months
ARMPFLRINI   Numeric   3.6   9   Initial Periodic Rate Floor
ARMPCAPINI   Numeric   3.6   9   Initial Periodic Rate Cap
ARMPFLOOR   Numeric   3.6   9   Periodic Rate Floor
ROUND_METH   TinyInt       1  

Arm Loan Rounding Method

( 0=Round Nearest, 1=Round Up, 2=Round Down, 3=None )

INTAMOUNT   Numeric   12.2   14   Interest Amount
FUNDDATE   Small Date   MM/DD/YYYY   10   Funding Date

 

B-2
 

 

Field Header Name   Type   Formatting   Max Length   Description 
NEGAMFLAG   TinyInt       1  

Negative Amortization Flag

(1 = Checked 0 = Unchecked)

NEGAMCAP   Numeric   3.6   9   Negative Amortization Cap
PAYCAP   Numeric   12.2   14   Payment Cap Amount
PREPAYTERM   Small Int       5   Prepayment Term
PPP_FLAG   TinyInt       1  

Prepayment Penalty Flag

(1 = Checked 0 = Unchecked)

PPP_DESCR   Varchar(254)       254   Prepayment Penalty Description
PPP_PCT   Numeric   3.6   9   Prepayment Penalty Percent
SERVICER_LOAN_ID   Varchar(20)       20   Servicer Loan Number
ADDITIONAL_LOAN_ID   Varchar(20)       20   Additional Loan Number
                 

 

B-3
 

 

EXHIBIT C

 

AUTHORIZED REPRESENTATIVES CERTIFICATION

 

TO: Wells Fargo Bank Document Custody

 

Reference is hereby made to the Custodial Agreement, dated as of May 1, 2013, between Wilmington Trust, National Association, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”).

 

Effective ________________ (date), the undersigned, a duly authorized representative of [_________], as [Servicer/Originator][Wilmington Trust, National Association, as Trustee][Sequoia Residential Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], hereby designates each of the persons whose names, titles, and signatures appear below as an Authorized Representative under the Custodial Agreement. This authorization will remain in place until such time as it is revoked, amended or supplemented in writing, by an officer of the Trustee or the Servicer.

 

Capitalized terms not defined herein shall have the meaning ascribed to them in the Custodial Agreement.

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

The above named company agrees to immediately notify Wells Fargo Bank, N.A., or its successors or assigns (“Wells Fargo”), should any person named hereunder become ineligible as an Authorized Representative and shall indemnify Wells Fargo and hold it harmless from and against any actions and/or suits whether groundless or otherwise and from and against any losses, damages, costs, charges, counsel fees, payments, expenses and liabilities (“Losses”) arising directly out of any action as an Authorized Representative under the Custodial Agreement of any person named in this list, except for liability arising out of Wells Fargo’s negligence, wilful misconduct or bad faith. These indemnity provisions shall survive the termination or assignment of the pools or loans.

  

C-1
 

 

IN WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of [_________], as [Servicer/Originator][Wilmington Trust, National Association, as Trustee][Sequoia Residential Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], this __ day of ______________, ___.

 

By (signature):    

 

Name:  

Title:     

Phone #:     Fax #:     

 

This form must be signed by an officer of the company. The officer needs to be someone other than those individuals who are being added as authorized signers.

ACKNOWLEDGEMENT:

(Individual)

 

State of ___________________________________ }ss.

 

County of         ______________________________ }ss.

 

This instrument was acknowledged before me on                                                                             (date) by                                                                       

 

 

 

   
(Seal) (Signature of notarial officer)

  My Commission Expires:   

 

C-2
 

 

EXHIBIT D-1

 

INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE

 

See Attached

 

D-1-1
 

 

EXHIBIT D-2

 

INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR

  

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

D-2-1
 

 

EXHIBIT D-3

 

INITIAL AUTHORIZED REPRESENTATIVES OF [_______], AS [ORIGINATOR][AND][SERVICER]

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

  

D-3-1
 

 

EXHIBIT D-4

 

INITIAL AUTHORIZED REPRESENTATIVES OF THE MASTER SERVICER

  

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

D-4-1
 

 

EXHIBIT E

 

Wells Fargo Bank, N.A.

SCHEDULE OF FEES FOR CUSTODY SERVICES

 

All fees described below to be paid by the Master Servicer as set forth in the Custodial Agreement, except as described under “Shipping.”

 

Transaction Charges:1

 

Annual Safekeeping Fee:

Per Mortgage File held at end of month

 

Final/trailing Documents – Rejected Trailing/Final Documents

Includes filing of documents in the Mortgage File,

Per occurrence

 

Release Requests/Rejected Release Requests

Standard Release

-48 hour turnaround time, excludes shipping expense

-Requests returned for Mortgage Files not in custody or improperly prepared

Requests for Release

 

Rush Release Requests

24 hour turnaround time, excludes shipping expense

 

Shipping

The Servicer shall be required to pay shipping expenses for any Mortgage File if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in the servicing agreement resulting in the repurchase of such Mortgage Loan by the Servicer. In all other cases where any Mortgage Files are required to be shipped to any party, the Depositor shall pay the related shipping expenses; provided, however, that if the Depositor fails to pay such expenses within 45 days of invoicing from the Custodian, such expenses shall be paid by the Trust Fund, subject to the limitations on reimbursements in clause (B) of the definition of Available Distribution Amount in the Pooling and Servicing Agreement.

 

File Reinstatements/Rejected File Reinstate

Reinstatements that cannot be accepted because the file is incomplete

 

Trust Receipts/ Certifications /Bailee Letters

Issuance of bailee letters, trust receipts, if applicable. Per receipt/letter

 

File Pull Fee

Per file includes research, etc.

 

Labeling of files

Includes the preparation and application of labels to files

 

Endorsement and Assignment Stamping

Per endorsement or assignment

 

Copies of Documents

Pull fee per file

Per single sided copy

Costs of special projects requiring copies of more than 5% of the Mortgage Files shall be negotiated with and paid by the requesting party.

 

Interfiling fee

Includes placing loan files or documents in loan number order. Per file or document.

 

File Folders Includes placing documents not received in manila folder

 

 

1Fee amount to be provided to the Master Servicer by the Custodian

 

E-1
 

 

EXHIBIT F

 

REQUEST FOR RELEASE OF DOCUMENTS

 

To: Wells Fargo Bank, N.A. Date:  _______________

751 Kasota Avenue

Minneapolis, MN 55414

Attn: WFDC Release Department

 

Re:Custodial Agreement, dated as of May 1, 2013, among Wilmington Trust, National Association, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)

 

In connection with the administration of the Mortgage Loans held by you as Custodian for the Trustee pursuant to the above-captioned Custodial Agreement, we request the release of the Custodian's [Mortgage File][Credit File][Underwriting Guidelines] for the Mortgage Loan described below, for the reason indicated.

 

Mortgage Loan Number:     Investor Number:   

 

Mortgagor Name, Address & Zip Code:     Pool Number:   

 

Reason for Requesting Documents (check one):

 

£ 1. Mortgage Paid in Full

 

£ 2. Foreclosure

 

£ 3. Substitution

 

£ 4. Other Liquidation

 

£ 5. Non-liquidation                               Reason:__________________

 

£      PDF copy of the Credit File (Trustee Only)

 

£      PDF copy of the Underwriting Guidelines (Trustee Only)

 

By:    
   (Authorized Signature)  

 

Printed Name ___________________________________

 

[Servicer][Master Servicer][Trustee] Name:________ __________

 

Ship To Address: ___________________________

_______ _____________________

 

Phone: _______ _____________________

 

Custodian

 

Please acknowledge the execution of the above request by your signature and date below:

 

F-1
 

 

    Date
Signature    

 

Documents returned to Custodian:

 

    Date
Custodian    

 

F-2
 

 

EXHIBIT G

 

FORM OF CERTIFICATION

 

DATE

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Corporate Trust — Sequoia Mortgage Trust 2013-7

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention:  Sequoia Mortgage Trust 2013-7

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention:  Sequoia Mortgage Trust 2013-7

 

Re:Custodial Agreement, dated as of May 1, 2013, among Wilmington Trust, National Association, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)

 

Ladies and Gentlemen:

 

In accordance with the provisions of Section 3.2(a) of the above referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that, except as noted on the attached Exception Report, it has reviewed each Mortgage Loan listed in the Mortgage Loan Schedule and has determined that (i) all documents required to be delivered to it pursuant to the Custodial Agreement are in its possession; and, (ii) such documents have been reviewed by it and appear regular on their face and related to such Mortgage Loan. All capitalized terms used but not defined herein shall have the meanings set forth in the Custodial Agreement.

 

The Custodian makes no representations as to, and shall not be responsible to verify, (I) the validity, legality, enforceability, perfectibility, due authorization, recordability, sufficiency, or genuineness of any of the documents contained in each Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.

 

  Wells Fargo Bank, N.A., as Custodian
     
  By:  
  Name:  
  Title:  

 

G-1
 

 

EXHIBIT H

 

FORM OF TRANSMITTAL LETTER

 

[Custodian Letterhead]

 

[ Date]

 

[Purchaser]

[Insert street address]

________________

________________

  

Re: ___________________________

  

Ladies and Gentlemen:

 

Attached please find those Mortgage Loans listed separately on the attached schedule, which Mortgage Loans are owned by the Trustee and are being delivered to you for purchase.

 

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in that certain Custodial Agreement, dated as of May 1, 2013, among Wilmington Trust, National Association, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian.

 

Each of the Mortgage Loans is owned by the Trustee. Such ownership interest shall be released only upon remittance of $_____________ representing the full amount of the purchase price of such Mortgage Loans (the “Payoff Amount”) by wire transfer of immediately available funds to the following account:

 

WIRE TRANSFER INSTRUCTIONS:

[to be provided by Securities Administrator]

 

Pending the purchase of each Mortgage Loan and until the Payoff Amount is received, the aforesaid ownership interest therein will remain in full force and effect, and you shall hold possession of the Mortgage Loans and the documentation evidencing same as custodian, agent and bailee for and on behalf of the Trustee. In the event that any Mortgage Loan is unacceptable for purchase, promptly return the rejected item directly to the Custodian at its address set forth below. The Mortgage Loans must be so returned or Payoff Amount remitted in full no later than 30 days from the date hereof. If you are unable to comply with the above instructions, please so advise the undersigned Custodian immediately.

  

H-1
 

  

NOTE: BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE OWNER ON THE TERMS DESCRIBED IN THIS LETTER. THE CUSTODIAN REQUESTS THAT YOU ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE CUSTODIAN; HOWEVER, YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH CONSENT.

  

  Very truly yours,  
     
  Wells Fargo Bank, N.A.,  
  as Custodian  
     
  By:  
  Name:  
  Title:  
  Address:  

 

ACKNOWLEDGED AND AGREED:  
   
Authorized Signature:  
   
[Purchaser]  
   
By:  
Name:  
Title:  
Address:  

 

H-2
 

 

EXHIBIT I

 

FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE
ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE

 

The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria identified below with an "X" as Servicing Criteria applicable to the Custodian:

 

Regulation
AB

Reference

  Servicing Criteria   Custodian
    General Servicing Considerations    
1122(d)(1)(i)   Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.   N/A
1122(d)(1)(ii)   If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.   N/A
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.   N/A
1122(d)(1)(iv)   A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.   N/A
    Cash Collection and Administration    
1122(d)(2)(i)   Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.   N/A
1122(d)(2)(ii)   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.   N/A
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.   N/A
1122(d)(2)(iv)   The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.   N/A
1122(d)(2)(v)   Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.   N/A
1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.   N/A

 

I-1
 

 

1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.   N/A
    Investor Remittances and Reporting    
1122(d)(3)(i)   Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.   N/A
1122(d)(3)(ii)   Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.   N/A
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.   N/A
1122(d)(3)(iv)   Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.   N/A
    Pool Asset Administration    
1122(d)(4)(i)   Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.   X
1122(d)(4)(ii)   Pool assets  and related documents are safeguarded as required by the transaction agreements   X
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.   N/A
1122(d)(4)(iv)   Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.   N/A

 

I-2
 

 

1122(d)(4)(v)   The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.   N/A
1122(d)(4)(vi)   Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.   N/A
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.   N/A
1122(d)(4)(viii)   Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).   N/A
1122(d)(4)(ix)   Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.   N/A
1122(d)(4)(x)   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.   N/A
1122(d)(4)(xi)   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.   N/A
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.   N/A
1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.   N/A
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.   N/A
1122(d)(4)(xv)   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.   N/A

 

I-3
 

 

EXHIBIT J

 

FORM OF CREDIT FILE CERTIFICATION

 

DATE

 

Wilmington Trust, National Association

1100 North Market Street

Rodney Square North

Wilmington, DE 19890

Attention: Corporate Trust — Sequoia Mortgage Trust 2013-7

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention:  Sequoia Mortgage Trust 2013-7

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention:  Sequoia Mortgage Trust 2013-7

 

Re:Custodial Agreement, dated as of May 1, 2013, among Wilmington Trust, National Association, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)

 

Ladies and Gentlemen:

 

In accordance with the provisions of Section 3A.3 of the above referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that, except as noted on the attached Exception Report, it has confirmed the presence of each Required Credit File Document listed in the Data Tape and has determined that (i) the Required Credit File Documents required to be delivered to it pursuant to the Custodial Agreement are in its possession; and, (ii) such Required Credit File Documents have been received by it and appear regular on their face. All capitalized terms used but not defined herein shall have the meanings set forth in the Custodial Agreement.

 

The Custodian makes no representations as to, and shall not be responsible to verify, (I) the validity, legality, enforceability, perfectibility, due authorization, recordability, sufficiency, or genuineness of any of the Credit Files or (ii) the collectability, insurability, effectiveness or suitability of any such Credit File.

 

  Wells Fargo Bank, N.A., as Custodian
     
  By:  
  Name:    
  Title:  

 

J-1
 

 

EXHIBIT K

LIST OF ORIGINATORS AND MORTGAGE LOAN
PURCHASE AGREEMENTS

 

1.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2012, between Redwood Residential Acquisition Corporation (“RRAC”) and 1st Security Bank of Washington, as modified by the related Acknowledgement.

 

2.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and Academy Mortgage Corporation, as modified by the related Acknowledgement.

 

3.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Amegy Mortgage Company, L.L.C., as modified by the related Acknowledgement.

 

4.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and American Pacific Mortgage Corporation, as modified by the related Acknowledgement.

 

5.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and Banner Bank, as modified by the related Acknowledgement.

 

6.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and Bay Equity, LLC, as modified by the related Acknowledgement.

 

7.Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Benchmark Bank, as modified by the related Acknowledgement.

 

8.Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Boston Private Bank & Trust Company, as modified by the related Acknowledgement.

 

9.Flow Mortgage Loan Purchase and Sale Agreement, dated as of November 1, 2011, between RRAC and Castle & Cooke Mortgage, LLC, as modified by the related Acknowledgement.

 

10.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Cherry Creek Mortgage Co., Inc., as modified by the related Acknowledgement.

 

11.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Cobalt Mortgage, Inc., as modified by the related Acknowledgement.

 

12.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Cole Taylor Bank, as modified by the related Acknowledgement.

 

13.Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2012, between RRAC and Colonial Savings, F.A., as modified by the related Acknowledgement.

 

14.Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Cornerstone Home Lending, Inc., f/k/a Cornerstone Mortgage Company, as modified by the related Acknowledgement.

 

15.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and DHI Mortgage Company, Ltd., as modified by the related Acknowledgement.

 

K-1
 

 

16.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Embrace Home Loans, Inc., as modified by the related Acknowledgement

 

17.Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Evergreen Moneysource Mortgage Company dba Evergreen Home Loans, as modified by the related Acknowledgement.

 

18.Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2012, between RRAC and Fairway Independent Mortgage Corporation, as modified by the related Acknowledgement.

 

19.Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2012, between RRAC and Fidelity Bank dba Fidelity Bank Mortgage, as modified by the related Acknowledgement.

 

20.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011 between RRAC and First Choice Loan Services, Inc., as modified by the related Acknowledgement.

 

21.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and FirstBank, as modified by the related Acknowledgement.

 

22.Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between RRAC and First Republic Bank, as modified by the related Acknowledgement.

 

23.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2011, between RRAC and Flagstar Capital Markets Corporation, as modified by the related Acknowledgement.

 

24.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Franklin American Mortgage Company, as modified by the related Acknowledgement.

 

25.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Fremont Bank, as modified by the related Acknowledgement.

 

26.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and George Mason Mortgage, LLC, as modified by the related Acknowledgement.

 

27.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and GFI Mortgage Bankers, Incorporated, as modified by the related Acknowledgement.

 

28.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and GuardHill Financial Corporation, as modified by the related Acknowledgement.

 

29.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and Guild Mortgage Company, as modified by the related Acknowledgement.

 

30.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Leader Bank, N.A., as modified by the related Acknowledgement.

 

31.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and MegaStar Financial Corporation, as modified by the related Acknowledgement.

 

32.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and Michigan Mutual, Incorporation, as modified by the related Acknowledgement.

 

33.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Mortgage Master, Inc., as modified by the related Acknowledgement.

 

K-2
 

 

34.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Paramount Equity Mortgage, as modified by the related Acknowledgement.

 

35.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and Perl Mortgage, Incorporated, as modified by the related Acknowledgement.

 

36.Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of July 21, 2010, between RRAC and PHH Mortgage Corporation, as modified by the related Acknowledgement.

 

37.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Plaza Home Mortgage, Incorporated, as modified by the related Acknowledgement.

 

38.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2013, between RRAC and Potomac Mortgage Group, Inc., as modified by the related Acknowledgement.

 

39.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Primary Residential Mortgage, Inc., as modified by the related Acknowledgement.

 

40.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and PrimeLending, a PlainsCapital Company, as modified by the related Acknowledgement.

 

41.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2011, between RRAC and Prospect Mortgage, LLC, as modified by the related Acknowledgement.

 

42.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Provident Savings Bank, as modified by the related Acknowledgement.

 

43.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2012, between RRAC and Renasant Bank, as modified by the related Acknowledgement.

 

44.Flow Mortgage Loan Purchase and Sale Agreement, dated as of November 1, 2012, between RRAC and Residential Finance Corporation, as modified by the related Acknowledgement.

 

45.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and RMR Financial, LLC, as modified by the related Acknowledgement.

 

46.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and Sandy Spring Bank, as modified by the related Acknowledgement.

 

47.Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 1, 2012, between RRAC and SCBT, as modified by the related Acknowledgement.

 

48.Flow Mortgage Loan Purchase and Sale Agreement, dated as of April 1, 2012, between RRAC and Shea Mortgage Inc., as modified by the related Acknowledgement.

 

49.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Simonich Corporation, dba BOC Mortgage, as modified by the related Acknowledgement.

 

50.Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling Savings Bank, as modified by the related Acknowledgement.

 

51.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Stifel Bank and Trust, as modified by the related Acknowledgement.

 

K-3
 

 

52.Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2012, between RRAC and Everett Financial, Inc. DBA Supreme Lending, as modified by the related Acknowledgement.

 

53.Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2013, between RRAC and Susquehanna Bank, as modified by the related Acknowledgement.

 

54.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and The Lending Partners, LLC, as modified by the related Acknowledgement.

 

55.Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and Total Mortgage Services, LLC, as modified by the related Acknowledgement.

 

56.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2012, between RRAC and Umpqua Bank, as modified by the related Acknowledgement.

 

57.Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and United Shore Financial Services, LLC, as successor in interest to Shore Financial Services, Inc., as modified by the related Acknowledgement.

 

58.Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2013, between RRAC and W.R. Starkey Mortgage, LLP, as modified by the related Acknowledgement.

 

59.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and Mortgage Access Corp. DBA Weichert Financial Services, as modified by the related Acknowledgement.

 

60.Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2011, between RRAC and Wintrust Mortgage, a division of Barrington Bank and Trust Company, N.A., as modified by the related Acknowledgement.

 

61.Flow Mortgage Loan Purchase and Sale Agreement, dated as of July 1, 2012, between RRAC and WJ Bradley Mortgage Capital LLC, as modified by the related Acknowledgement.

 

K-4
 

 

EXHIBIT L

LIST OF SERVICER AND SERVICING AGREEMENT

 

1.Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation (“RRAC”) and Cenlar FSB, as amended by Amendment No. 1 to the Flow Mortgage Loan Servicing Agreement, dated November 3, 2011, and as modified by the related Acknowledgement.

 

2.Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between RRAC and First Republic Bank, as modified by the related Acknowledgement.

 

3.Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of July 21, 2010, between RRAC and PHH Mortgage Corporation, as modified by the related Acknowledgement.

 

L-1
 

  

Annex 1

 

DOCUMENT TYPES AND EXCEPTION CODES

 

DOCUMENT TYPES

 

Track Item Type   Doc Type
COLLATERAL
ITEM
   
1003   Residential Loan Application
1008   Underwriting and Transmittal Summary
1994   1994 CHCH SECTY
1995   1995 CHCH SECTY
1996   1996 CHCH SECTY
1997   1997 CHCH SECTY
711A   GNMA 11711A
711B   GNMA 11711B
AAL1   ASSN/ASSN LEAS1
AAL2   ASSN/ASSN LEAS2
ACC1   ASUM CO. UCC1
ACC3   ASUM-AMD/TRM CO
ACCA   ACCT CTRL AGREE
ACCP   ACCEPT & ASSUM ( COOP)
ACS1   ASUM ST. UCC1
ACS3   ASUM-AMD/TRM ST
ADDM   ADDENDUM
AFFD   NAME AFFIDAVIT
AFFX   Affidavit of Affixation
AGRE   ASSIGN OF AGREE
ALCR   Assignment to Letter of Credit
ALN1   ALLONGE 1
ALN2   ALLONGE 2
ALN3   ALLONGE 3
ALN4   ALLONGE 4
ALN5   ALLONGE 5
ALN6   ALLONGE 6
ALN7   ALLONGE 7
ALN8   ALLONGE 8
ALN9   ALLONGE 9
ALNG   ALLONGE
ALNI   ALLONGE INTRVN
ALNV   ALLONGE FINAL
AMOR   Amortization Schedule
AMRT   AMORT. SCH.
APL   ASSIGNMENT OF PROPERTY LEASE
APPL   APPLICATION
APPR   APPRAISAL
AREC   ASN RECG AGREE
ARM   ADJ RATE MORTG
AS10   ASSIGNMENT 10
AS11   ASSIGNMENT 11
ASAG   ASSN-ASSU AGRMT

 

I-1
 

 

Track Item Type   Doc Type
ASCC   (New) ASCC
ASGM   ASSN OF MTGE
ASGN   (New) ASGN
ASL1   ASSN 1 OF LEASE
ASL2   ASSN 2 OF LEASE
ASL3   ASSN 3 OF LEASE
ASL4   ASSN 4 OF LEASE
ASL5   ASSN 5 OF LEASE
ASL6   ASSN 6 OF LEASE
ASL7   ASSN 7 OF LEASE
ASLQ   ASN LIQUOR LIC.
ASLR   ASSN LEASE/RENT
ASLV   LEASE INV ASSN
ASN1   ASSIGNMENT 1
ASN2   ASSIGNMENT 2
ASN3   ASSIGNMENT 3
ASN4   ASSIGNMENT 4
ASN5   ASSIGNMENT 5
ASN6   ASSIGNMENT 6
ASN7   ASSIGNMENT 7
ASN8   ASSIGNMENT 8
ASN9   ASSIGNMENT 9
ASNB   BLANKET ASSN
ASNP   Assignment of Proprietary Lease
ASNV   ASSN TO INVESTR
ASNX   ASSIGNMENT 10+
ASPW   ASG-PRMTS&WARRT
ASSB   (New) ASSB
ASSE   ASSETT MGR AGRT
ASSM   ASSN SUB/MGMT
ASSN   INT. ASSIGNMENT
ASSO   ORIG ASSIGNMENT
ASSU   ASSUMPTION
ASUM   ASSUMPT AGREEMT
ASV1   SUBSEQ PRIV ASN
ASVB   BLNKT ASSN—INV
ATTY   ATTY'S OPINION
AVRF   Asset Verification
BAIL   BAILEE LETER
BALN   Balloon Mortgages
BARC   (New) BARC
BASN   BARCLAYS A/M
BCIA   BLNKT CERT-GNMA
BKST   Bank Statements
BLNK   (c) Blank Description
BOFS   BILL OF SALE
BOND   LOST INSTR AFFD
BORR   CERT OF BORROW
BPO   Brokers Price Opinion

 

I-2
 

 

Track Item Type   Doc Type
BUYD   BUYDOWN AGREEMT
CASH   CASH MANAGEMENT
CEM   CONSOL/EXT AGRM
CERI   REO Certificate of Insurance
CERT   MIC/LGC
CINL   (New) CINL
CKLT   LOAN FILE CHECKLIST
CNFS   CERT NONFOREIGN
CNSV   Conservator Court Appointment
COAG   Co-Ownership Agreement
COFS   CONTRACT OF SALE
COFT   CERT OF TITLE
COM1   Combined Document Intervening Assignment 1
COM2   Combined Document Intervening Assignment 2
COM3   Combined Document Intervening Assignment 3
COM4   Combined Document Intervening Assignment 4
COM5   Combined Document Intervening Assignment 5
COM6   Combined Document Intervening Assignment 6
COM7   Combined Document Intervening Assignment 7
COM8   Combined Document Intervening Assignment 8
COM9   Combined Document Intervening Assignment 9
COMB   COMBINATION DOC
COMP   COMPLETION/REP
COMV   Combined Document Final Assignment
CONC   Construction Contract
CONE   CONSENT (COOP)
CONS   CONSOLIDATION
CONT   CNTRCT FOR DEED
CONV   CONVERSION AGMT
COOP   CO-OP
CORP   CORPORATE ASSN
CRPT   Credit Report
CSUB   COLL SUBMISSION
CTRL   CRED.TENANT LSE
CUST   CUSTODY AGREEMT
DEE1   ADD'L DEED
DEE2   2ND ADDL DEED
DEED   DEED OF TRUST
DEFR   Deferral Agreement
DEFS   DEFEASANCE DOCUMENTS
DOC   DOCUMENT
DOFT   (New) DOFT
EDV1   SUBSEQ PRIV END
EMIC   Electronic MIC
ENAS   ENVIR ASSESSMNT
END1   ENDORSEMENT 1
END2   ENDORSEMENT 2
END3   ENDORSEMENT 3
END4   ENDORSEMENT 4

 

I-3
 

 

Track Item Type   Doc Type
END5   ENDORSEMENT 5
END6   ENDORSEMENT 6
END7   ENDORSEMENT 7
END8   ENDORSEMENT 8
END9   ENDORSEMENT 9
ENDI   Intervening Endorsement
ENDV   FINAL ENDORSEMENT
ENOT   Electronic Note
ENVI   ENVIRO INDEMNIT
EOMP   E&O POLICY
ESCL   ESCROW LETTER
ESCR   ESCROW AGREEMNT
ESTO   ESTOPPEL L/A
EXTN   Extension Agreement
FDOC   Final Package-No Insuring Document
FHFC   FHA Firm Commitment
FHIN   FHA Insurance
FHPN   FHA Project Number
FHRA   FHA Regulatory Agreement
FHUD   Final HUD
FILE   LOAN FILE
FILN   (New) FILN
FIN   (New) FIN
FIN'   (New) FIN'
FIN.   (New) FIN.
FIN;   (New) FIN;
FINL   FINAL PACKAGE
FIXF   Fixture Filing
FLIN   FLOOD INSURANCE
FPLN   FHA Home Equity Conversion Mtg with Line of Credit Only Plan
FPNT   1ST PAYMT NOTIC
FRAN   FRANCHISE AGRMT
FSCH   FILE SCHEDULE
GFE   Good Faith Estimate
GRND   GROUND LEASES
GUAR   GUARANTEE AGMNT
HAZA   HAZARD POLICY
HEAA   Equity Access Agreement
ICAG   INTERCREDITOR
IFNL   (New) IFNL
ILGC   INDIAN LGC
INCL   INS CLOSE LETTR
INIP   INITIAL PACKAGE
INP   (New) INP
INSU   GOVERNMENT INSURANCE
INV2   (New) INV2
INVA   INVESTOR ASSN
INVC   (New) INVC
IRCA   INTEREST RCA

 

I-4
 

 

Track Item Type   Doc Type
LAGR   LOAN AGREEMENT
LAND   LAND HOME CONTRACT
LCI   Lender’s Closing Instructions
LCRD   LETTR OF CREDIT
LEAS   LEASE DOCUMENT
LEGL   LEGAL DESCR DOC
LES1   ASSN OF LESS
LES2   ASSN OF LES1
LESS   LEASE ESTOPPEL
LGC   LGC
LIB   Lost Instrument Bond
LIEN   Lienholder/ Security Interest Evidence
LIFE   Life Insurance
LLA   LOST LEASE AFFIDAVIT
LLAP   Lender's Loan Approval
LNA   LOST NOTE AFDVT
LNG   LOAN NOTE GUAR.
LSA   LOST STOCK AFFIDAVIT
LSCH   LOAN SCHEDULE
MEMO   MEMO DOCUMENT
MERG   MERGER DOCUMENT
MERS   MERS
MFAM   Multi-Family Rider
MFLG   MERS FLAG
MGMT   ASSIGN OF MGMT
MHCT   Mobile Home Certificate
MHRD   Mobile Home Rider
MIC   MIC
MILR   (New) MILR
MISC   MISC. DOCUMENTS
MMIN   MERS ID NUMBER
MOD   MODIFICATION
MODF   MODIF AGREEMT
MODN   MODIFICATION AGREEMENT FOR NOTE ONLY
MORT   MORTGAGE
MTG2   2nd Mortgage
NDEF   Notice of Default
NOLA   NOLA FORM
NOT1   ADD'L NOTE
NOT2   2ND ADDL NOTE
NOTA   NOTICE OF ASN
NOTE   MTG NOTE
NRID   Note Rider
NTAS   ASSIGNEE NOTICE
NVA   (New) NVA
OMNA   Intervening Assignment for Omnibus
OMNI   OMNIBUS
OMNV   Final Assignment for Omnibus
OMVA   (New) OMVA

 

I-5
 

 

Track Item Type   Doc Type
OPER   OPERATIONS/MAIN
OPIN   OPINION
PART   Participation Agreement/Certificate
PBND   Performance Bond
PLSA   PLEDGE/SEC AGRE
PMI   PRIV MORTG INS
PMIS   PRIV. MORT INS
POA   POWER OF ATTNY
POFA   POWER OF ATTORN
POOL   POOL PAPERS
PORT   PORTFOLIO
PPPA   Prepayment Penalty Addendum
PRLS   PROPRIETARY LEASE
PROL   PROPRIETARY LSE
PTPL   PRELIM. TITLE POLICY
PURL   PURCHASER LEASE
QCLD   QUIT CLAIM DEED
RAPR   RES. APPRAISAL
RAS'   (New) RAS'
RAS2   2ND ASSN SENT
RAS3   3RD ASSN SENT
RAS4   4TH ASSN SENT
RASN   RECORDED ASSIGN
RCAG   RECOGNITION AGREEMENT
RCER   RECERT FORM
REAG   RECIP EASE AGRE
RECG   RECOGN AGREEMT
RECO   RECONVEYANCE
RECP   RECPT&CLSG CERT
RELR   RELEASE REQUEST
REOP   REO Phase Report
REPL   REPLACEMENT RES
REQU   REQUIRED REPAIR
RIDR   RIDERS
RLAP   RES. LOAN APPL.
RTC   Right to Cancel
SCER   STOCK CERT
SCHD   POOL SCHEDULE
SCON   Sales Contract
SCRT   STOCK CERT
SEC1   ASN OF SEC AGMT
SEC2   Second Property Mortgage
SEC3   Third Property Mortgage
SECA   SECURITY AGREEMENT
SECI   SECURITY INSTR
SEVC   Final Assignment for Security Agreement
SIGN   SIGNATURE AFFID
SINS   SITE INSPECTION
SPOW   STOCK POWER

 

I-6
 

 

Track Item Type   Doc Type
SPRG   SPREADER AGREMT
SPWR   STOCK POWER
SRID   Security Instrument Rider
SRPT   Surveyor's Report
STUB   Paystub
SUB   SUBORDINATION
SUBD   SUBORD AGREEMT
SUBR   SUBORDINATION
SUR1   FINAL SURVEY
SURT   Surrender of Title/Origin Certificate
SURV   SURVEY
TAGR   TRUST AGREEMENT
TAXR   Tax Returns
TCMT   TITLE COMMITMENT
TEND   Title Policy Endorsement
TENT   TENANT ESTOPPEL
TEST   TEST DOCUMENT
TIL   Truth in Lending Disclosure Statement
TILN   TRUTH IN LENDNG
TITL   TITL - Converted
TPOL   TITLE POLICY
TRAN   (New) TRAN
TRFL   MTG,ASSN & DOCS
TRNS   TORRENS CERT
TTRB   TRIAL BALANCE
UARL   UNREC ASSN REL
UC31   Intervening UCC3 County Assignment 1
UC32   Intervening UCC3 County Assignment 2
UC33   Intervening UCC3 County Assignment 3
UC34   Intervening UCC3 County Assignment 4
UC35   Intervening UCC3 County Assignment 5
UC36   Intervening UCC3 County Assignment 6
UC37   Intervening UCC3 County Assignment 7
UC38   Intervening UCC3 County Assignment 8
UC39   Intervening UCC3 County Assignment 9
UC3I   UCC-3 INTV(CO)
UC3U   Unfiled UCC3 to Blank
UCC1   UCC-1 (CO)
UCC2   UCC2 - Converted
UCC3   UCC-3 (CO)
UCS1   UCC-1 (ST)
UCS3   UCC-3 (ST)
US31   Intervening UCC3 State Assignment 1
US32   Intervening UCC3 State Assignment 2
US33   Intervening UCC3 State Assignment 3
US34   Intervening UCC3 State Assignment 4
US35   Intervening UCC3 State Assignment 5
US36   Intervening UCC3 State Assignment 6
US37   Intervening UCC3 State Assignment 7

 

I-7
 

 

Track Item Type   Doc Type
US38   Intervening UCC3 State Assignment 8
US39   Intervening UCC3 State Assignment 9
US3I   UCC-3 INTV (ST)
VOE   Verification of Employment
VOM   Verification of MTG
VOR   Verification of Rent
W2F   W2 Form
WARD   WARRANTY DEED
WDEB   WARRANTY DEED TO BUYER
WDED   WARRANTY DEED
WVOP   WRTN VAL OF PRP

  

EXCEPTION CODES

 

Code   Question Description
01   Missing
02   Document is Copy, Need Original
03   Doc is a Copy, but not Certified True and Correct
04   Pages are Missing from Document
05   Damaged Document
06   Incorrect Form
07   Date is Incorrect
08   Loan Number does not agree with Schedule
09   Property Address does not agree with Schedule
10   Interest Rate does not agree with Schedule
11   Interest Rate (alpha & numeric) do not agree
12   Date of First Payment does not agree with Schedule
13   Date of Last Payment does not agree with Schedule
14   Loan Amount does not agree with Schedule
15   Loan Amount (alpha & numeric) do not agree
16   Monthly P&I does not agree with Schedule
17   P&I (alpha & numeric) do not agree
18   Mortgagor Name(s) does not agree with Schedule
19   Legal Description is Missing/Incorrect
20   Unrecorded Original
21   White-out / Corrections Not Initialed
22   Endorsement(s) is Missing/Incorrect
23   Notary, Acknowledgment, or Witness Information is Missing
24   Name is Missing/Incorrect
25   Signature(s) does not agree with Typed Name(s)
26   Signature is Missing
27   Signature is Not Original
28   Signature Date is Missing
29   Title Insurance Coverage is Insufficient
30   Named Insured is Missing/Incorrect
31   Trustee Name is Missing/Incorrect
32   Guarantee Percentage is Missing
33   Case Number does not agree with Schedule
34   Commitment Number does not agree with Schedule

 

I-8
 

 

Code   Question Description
35   Investor Loan Number does not agree with Schedule
36   First Interest Rate Adjustment Date differs from Schedule
37   The Margin does not agree with Schedule
38   The Percent Rounded does not agree with Schedule
39   The Periodic Cap does not agree with Schedule
40   The Lifetime Cap does not agree with Schedule
41   ARM Convertibility Feature is Missing/Incorrect
42   ARM Index is Missing/Incorrect
43   ARM Lookback Period is Missing/Incorrect
44   Schedule A is Incorrect
45   County Missing/Incorrect
46   Loan Reference Missing/Incorrect
47   Incomplete Information
48   Not Listed on Trial Balance (recertification code)
49   Life Floor Does not Agree with Schedule
50   Rate Adj Frequency Does Not Agree with Schedule
51   Closing Date Does Not Agree with Schedule
52   Document Does Not Belong in File
53   Total Loan to Value does not agree with Schedule
54   Property Type does not agree with Schedule
55   Loan Purpose does not agree with Schedule
56   Occupancy does not agree with Schedule
57   Document is a "True & Correct" copy, need Original
58   Prepayment Penalty Term differs from Schedule.
59   Title Policy Assumption Endorsement Missing
60   Break in Assignment Chain.
61   Document is Missing, Need a Copy
62   CLAIM, LIEN, INTEREST, ENCUMBRANCE, OR RESTRICTION EXISTS
63   Mers Beneficiary Name Missing/Incorrect
64   Duplicate Original in file
65   Corrected MIC in file
66   Rider Missing
67   in File
68   Certified True Copy
69   Recorded Copy
70   IN PROCESS AND\OR SUBMITTED FOR RECORDING
71   Start date is incorrect.
72   Max. principal sum doesn't agree with schedule.
73   Advance limit amount doesn't agree with schedule.
74   Initial advance doesn't agree with schedule.
75   Monthly advance doesn't agree with schedule.
76   Maturity fee doesn't agree with schedule.
77   Equity share doesn't agree with schedule.
78   Reserve acct. advance amount doesn't agree with schedule.
79   Loan Percentage does not match the schedule
80   Missing CO-OP documents
81   Initial Fair Value does not match the schedule
82   Compounding Amount does not match the schedule
83   Initial Lending Value does not agree with Schedule

 

I-9
 

 

Code   Question Description
84   Initial Annual Percentage Rate does not match Schedule
85   Maximum Rate does not match Schedule
86   RECEIVING BANK NAME DOES NOT AGREE
87   ABA NUMBER DOES NOT AGREE
88   MISSING
89   ACCOUNT # DOES NOT AGREE
90   LOST DOCUMENT - AFFIDAVIT IN FILE
91   TRUST INFORMATION MISSING OR INCORRECT
92   DOCUMENT BEING CREATED AND OR EXECUTED
93   PAGES ARE MISSING FROM RECORDED DOC
94   OUT FOR EXECUTION
95   NOTARY, ACKNW., OR WITNESS INFO. MISSING FROM RECORDED DOC
96   DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY
97   ADDITIONAL DOCUMENTS IN FILE
98   Missing.  Title Commitment Received
99   Document is a "True & Correct" Copy, need Original
CM   MIC/LGC IS MISSING
F1   Misc. Exception
F2   Misc. Exception
F3   Missing File
F4   MISSING FILE
MM   MORTGAGE/DEED OF TRUST IS MISSING
NM   NOTE MISSING
NR   NOT REVIEWED
TM   TITLE POLICY MISSING
02A   DOCUMENT IS A COPY, ASSIGNEE NAME IS MISSING
09A   PROPERTY ADDRESS MISSPELLING OF ADDRESS
09B   PROPERTY ADDRESS MISSPELLING OF CITY
09C   Legal Description or Property Address missing
100   RECORDING INFORMATION MISSING/INCORRECT
101   VA ELIGIBILITY PERCENT
102   VA VENDEE
103   ADP CODE
104   HUD REPO
105   PRODUCT TYPE
106   LAST RECORDED INTERIM ASSIGNMENT.
107   ADP CODE NOT APPROVED.
108   NOTE HELD AT FNMA/FHLMC CUSTODIAN
109   REC'D ASUM NEED UCC AMENDMENT OR NEW FILING
110   PORTFOLIO REVIEWED LOAN
111   RECORDED DOCUMENT SENT TO BE RE-RECORDED
112   Mortgagor name(s) does not agree with Assignment.(FHLB)
113   Property address does not agree with Assignment.(FHLB)
114   Note is not on a standard FNMA/FHLMC uniform instrument form
115   Processing and or submitted for recording to issuer vendor.
116   DOCUMENTS IN A FOREIGN LANGUAGE, CAN NOT BE REVIEWED
117   Initial Rate Cap doesn't agree with schedule.
118   Lost Note Affdidavit in File, Missing Copy of Note
119   Lost Note Affidavit and Copy of Note in File

 

I-10
 

 

Code   Question Description
120   Assignee Name Missing
121   Recording Search and/or Confirmation of Filing
122   Screen Print of Government Insurance Received
123   Desc. of Easements and Encroachments does not agree with TPO
124   Name of insured not  mortgagee and/or Sec'y of HUD
125   NOT VERIFIED AS MERS REGISTERED
126    INTERIM FUNDER IS NOT BLANK
127   PREPAYMENT CHARGE DOES NOT MATCH SCHEDULE
128   Lender signature missing
129   Balloon Call Date does not match system
130   ARM DATA MISSING
131   First rate Adjustment Min Rate does not agree with schedule
132   First Rate Adjustment Max Rate does not agree with schedule
134   Loan requires new FHLMC review
135   Co-Borrower name does not agree with schedule
136   CUSTODIAN NOT ON MERS SYSTEM
137   WAREHOUSE LENDER NOT BLANK OR IS INCORRECT ON MERS SYSTEM
138   INVESTOR INCORRECT ON MERS SYSTEM
139   1st Payment Change Date differs from schedule
140   Copy Missing
141   MIN NUMBER is Missing/Incorrect
142   ARM Note Rounding Method differs from Schedule
143   1st full amortizing payment date does not match the Schedule
144   Amortization term does not match schedule
145   IO Term Does Not Match Schedule
146   Periodic Payment Cap does not agree with Schedule
147   File Released in Excess of 30 days
148   File Released-Attorney Bailee Terminated
18A   Borrowers Age does not agree Schedule
200   Lien release/short sale.
20A   UNRECORDED ORIGINAL INVESTOR ASSIGNMENT
21A   Document Initialed Inconsistently
22A   NOTE ENDORSEMENT MISSING TYPED NAME OF SIGNER
22B   NOTE ENDORSEMENT MISSING TITLE OF OFFICER
22C   NOTE ENDORSEMENT IS DUPLICATE
22D   NOTE ENDORSEMENT IS ILLEGIBLE
22E   ALLONGE TYPED SIGNERS NAME IS MISSING
22F   ALLONGE TITLE OF OFFICER MISSING
22G   Allonge verbiage missing from Note
22H   Endorsement subsequent to allonge is on note
277   Signature is a facsimile.
300   Evidence of title received, need title policy
301   Standard form of Alta policy not received
302   HUD Insurance Option does not match schedule
303   Principal Limit does not match schedule
304   Payment Option does not match schedule
305   Expected Rate does not match schedule
310   Max Claim Amount does not agree with Plan
311   Monthly Servicing Fee does not agree with Plan

 

I-11
 

 

Code   Question Description
41A   ARM Conversion/Modification Date is Missing/Incorrect
440   Schedule A missing
441   Schedule B missing
490   ARM Ceiling does not agree with Schedule
491   INTEREST RATE CAPS DO NOT MEET GNMA STANDARDS
492   Subsequent Adjustment Floor does not agree with schedule
493   Original Months to Maturity does not match Schedule
494   Interest Rate Calculation Method does not match Schedule
495   Payment Change Cap does not match Schedule
496   First Mandatory Recast period does not match Schedule
500   ASSIGNMENT TO BLANK S/B TO EMC MTG FROM:
501   Pmt Change Frequency does not agree with schedule
502   Draw period does not match schedule
503   Repayment period  does not match schedule
580   PREPAYMENT FLAG IS INCORRECT
600   ENDORSEMENT TO BLANK S/B TO EMC MTG FROM:
700   Submitted for Recording
710   Repair Set-Aside Amount differs from Schedule
730   Closing Cost does not Agree with Schedule
731   Discharge of Lien does not Agree with Schedule
732   Outstanding Balance does not Agree with Schedule
800   File Received, Not Reviewed
900   Bailee in Lieu of Note
901   Recorded Document Missing
905   Damaged Document on recorded Document
909   Property address does not agree with sch. on recorded doc.
914   Loan amount does not agree with schedule on recorded doc.
918   Borrower name does not agree with sch. on recorded document
919   Legal description missing/incorrect on recorded document
924   Name is Missing/Incorrect on recorded Document
926   Signature is missing from recorded document
947   Incomplete information on Recorded document
990   Bailee in Lieu of File
999   NOT REVIEWED
AFM   FINAL ASSN MISSING/INCORRECT
AI1   INTERIM (INTERVENING) ASSIGNMENT IS INCOMPLETE
AI2   INTERIM (INTERVENING) ASSIGNMENT IS INCOMPLETE
AI3   INTERIM (INTERVENING) ASSIGNMENT IS INCOMPLETE
ALL   MISSING ALL DOCUMENTS
AM1   INTERIM ASSN IS MISSING
AM2   INTERIM (INTERVENING) ASSIGNMENT IS MISSING
AM3   INTERIM (INTERVENING) ASSIGNMENT IS MISSING
ANP   NOTARY INFORMATION IS MISSING/INCORRECT ON ASSIGNMENT
EFI   FINAL (ISSUER TO BLANK/INVESTOR) ENDORSEMENT IS INCOMPLETE
EFM   FINAL (ISSUER TO BLANK/INVESTOR) ENDORSEMENT IS MISSING
EI1   INTERIM (INTERVENING) ENDORSEMENT IS INCOMPLETE
EI2   INTERIM (INTERVENING) ENDORSEMENT IS INCOMPLETE
EI3   INTERIM (INTERVENING) ENDORSEMENT IS INCOMPLETE
EM1   INTERIM (INTERVENING) ENDORSEMENT IS MISSING

 

I-12
 

 

Code   Question Description
EM2   INTERIM (INTERVENING) ENDORSEMENT IS MISSING
EM3   INTERIM (INTERVENING) ENDORSEMENT IS MISSING
END   MISSING ENDORSEMENT
MIC   MIC/LGC is missing or incorrect
MNP   NOTARY INFORMATION MISSING ON MORTGAGE
NNP   NOTARY INFORMATION IS MISSING/INCORRECT ON NOTE
NPI   MONTHLY P & I IS MISSING ON NOTE
POA   MISSING POWER OF ATTORNEY
RF1   BLUE SLIP-BUT RFC ASSGN IS REQUIRED
SCH   PROPERTY ADDRESS ON NOTE IS DIFFERENT THAN SCHEDULE
SPI   MONTHLY P & I ON SCHEDULE DOES NOT MATCH NOTE
01CC   Cook County, IL Mortgage Missing Certificate
101A   VA Eligibility AMT
119A   Document not Addressed to Freddie Mac
128A   Officer Name or Title Missing
1706   PROPERTY ADDRESS ON NOTE IS DIFFERENT THAN 1706
1708   MISSING RELEASE REQUEST
A-01   OTHER LOAN #
AAMT   FNMA ASSIGNMENT IS MISSING THE MORTGAGE AMT
ACER   ASSIGNMENT COPY NEEDS TO BE ISSUER CERTIFIED
ACOP   COPY OF ASSIGNMENT IS NOT COUNTY CERTIFIED
ADAT   NOTE DATE REFERENCED ON ASSIGNMENT IS MISSING/INCORRECT
AIM1   INTERIM (INTERVENING) ASSIGNMENT IS MISSING/INCORRECT
AIM2   INTERIM (INTERVENING) ASSIGNMENT IS MISSING/INCORRECT
AIM3   INTERIM (INTERVENING) ASSIGNMENT IS MISSING/INCORRECT
ALEN   LENDER NAME IS INCORRECT ON ASSIGNMENT
ANAM   BORROWER NAME IS MISSING ON ASSIGNMENT
AOTH   OTHER ASSIGNMENT EXCEPTION
AREC   ASSIGNMENT SHOWS NO EVIDENCE OF RECORDING
AS33   MISSING ASSIGNMENT FROM PRINCIPAL TO FHLMC
ASCC   ASSIGNMENT NEEDS TO BE ISSUER CERTIFIED
ASEL   CORPORATE SEAL IS MISSING ON ASSIGNMENT
ASGN   MISSING RECORDED RFC ASSIGNMENT
ASIG   ASSIGNMENT IS NOT SIGNED BY ISSUING OFFICER
ASN1   Assignment Exception
ASN2   Assignment Exception
ASN3   Assignment Exception
ASN5   Missing Original, Recorded Interim Assignment
ASN6   Missing Assignment to GNMA
ASN7   Missing Assignment to FNMA
ASN8   Assn indicates Prin Mutual on Deed of Trust
ASNE   ASSIGNEE NAME IS MISSING/INCORRECT ON ASSIGNMENT
ASPE   MISSING INT ASSN FROM PUBLIC EMP RET SYSTEM TO PRIN
ASPL   BORROWER NAME IS MISSPELLED ON FINAL ASSIGNMENT
ASSE   MISSING INT ASSN FROM SECURITY PACIFIC TO CA EMP RET SYSTEM
ASSN   Interim Assignment is missing or incorrect
ASSO   Original Assignment is missing or incorrect
AXTR   EXTRA UNNECESSARY ASSIGNMENT
BLNK   BLNK DESCRIPTION

 

I-13
 

 

Code   Question Description
CAMT   LOAN AMOUNT ON MIC/LGC DOES NOT MATCH MORTGAGE
CCZC   CITY & ZIP CODE ON MIC BOTH DO NOT MATCH MORTGAGE
CMAT   MATURITY DATE ON MIC DOES NOT MATCH MORTGAGE
CNAM   MORTGAGOR NAME ON MIC/LGC DOES NOT MATCH MORTGAGE
CNUM   HOUSE # ON MIC DOES NOT MATCH MORTGAGE
COTH   OTHER CERT EXCEPTION
CSIG   AUTHORIZATION SIGNATURE IS MISSING ON MIC/LGC
CSTR   STREET NAME ON MIC DOES NOT MATCH MORTGAGE
DOFT   Deed of Trust is missing or incorrect
EDUP   DUPLICATE ENDORSEMENT NEEDS TO BE CANCELLED
EIM1   INTERIM (INTERVENING) ENDORSEMENT IS MISSING/INCORRECT
EIM2   INTERIM (INTERVENING) ENDORSEMENT IS MISSING/INCORRECT
EINI   CANCELLED ENDORSEMENT IS NOT INITIALED BY AN OFFICER
END1   INCORRECT ENDORSEMENT
END2   Extra Endn from Prin Mutual to Prin Residential
END3   MISSING BLANK ENDORSEMENT
ENDN   MISSING ENDORSEMENT FROM NMI TO BLANK
ENDP   MISSING ENDORSEMENT FROM PRINCIPAL TO BLANK
EOTH   OTHER ENDORSEMENT EXCEPTION
EV01   Tamper evident seal validation failed.
EV02   DTD validation failed.
EV03   Digital certificate could not be obtained.
EV04   Digital certificate expired.
EV05   Digital certificate authentication failed.
EV06   Digital signature validation failed.
EV07   Data/View comparison failed.
EV08   MERS-MIN CRC check failed.
EV09   Digital certificate not issued by valid SISAC issuer.
EV10   Document hash does not match MERS eRegistry.
EX01   MISSING FHLMC STAMP
FFPM   FINAL PACKAGE IS MISSING
FLIS   FILE RECEIVED IS NOT ON LIST
FOOL   FILE RECEIVED DOES NOT BELONG IN POOL
GONE   ENTIRE FILE IS MISSING
I-01   Assignment is missing or incorrect
I-03   Other exception
I-04   Other exception
INIT   CANCELLED NOTE ENDORSEMENT IS NOT INITIALLED BY OFFICER
INVA   Missing Investor Assignment
LEGL   LEGAL DESCRIPTION MISSING
M-01   Miscellaneous Document Exceptions
MCAS   FHA CASE NUMBER ON MORTGAGE DOES NOT MATCH MIC/LGC
MCOP   COPY OF MORTGAGE IS NOT COUNTY CERTIFIED
MINF   INFORMATION IS MISSING/INCORRECT ON MORTGAGE
MMAT   MATURITY DATE MISSING/INCORRECT ON MORTGAGE
MNNA   NUMERIC AND ALPHA AMOUNTS DO NOT MATCH ON MORTGAGE
MORT   MORTGAGE IS MISSING OR INCORRECT
MOTH   OTHER MORTGAGE EXCEPTION
MREC   MORTGAGE SHOWS NO EVIDENCE OF RECORDING

 

I-14
 

 

Code   Question Description
MSIG   MORTGAGOR/CO-MORTGAGOR SIGNATURE MISSING ON MORTGAGE
NAME   Different Name/Address
NCOP   NOTE IS NOT ORIGINAL
NDAT   FIRST/LAST PAYMENT DATE IS MISSING ON NOTE
NINI   NOTE CORRECTION IS NOT INITIALLED
NINT   INTEREST RATE IS MISSING ON NOTE
NLEN   LENDER NAME IS MISSING ON NOTE
NNNA   NUMERIC AND ALPHA LOAN AMOUNTS DO NOT MATCH ON NOTE
NOT1   NOTE EXCEPTION
NOT2   NOTE EXCEPTION
NOTE   Note is missing or incorrect
NOTH   OTHER NOTE EXCEPTION
NRID   NOTE RIDER/ALLONGE/MODIFICATION IS NOT ORIGINAL
NSIG   BORROWER SIGNATURE IS INCOMPLETE ON NOTE
OBOR   DOCUMENT(S) IN THE FILE IS/ARE FOR OTHER BORROWER
OEXC   OTHER MISCELLANEOUS EXCEPTION
ONUM   OTHER LOAN # (FOR FHLMC)
POAC   POWER OF ATTORNEY COPY IS NOT CERTIFIED
POAM   POWER OF ATTORNEY IS MISSING
RFC0   NOT STAMPED ARS BUT EXTRA ASSIGN
RFC1   MISSING ASSIGNMENT(S)
RFC2   MISSING RECORDED OR COUNTY CERTIFIED ASSIGNMENT(S)
RFC3   ENDORSEMENT EXCEPTION
RFC8   STAMPED ARS OR PINK SLIP BUT NOT MISSING ASSIGN
RFC9   STAMPED ARS BUT IS MISSING ASSIGN
SADR   PROPERTY ADDRESS ON SCHEDULE DOES NOT MATCH NOTE
SAMT   ORIGINAL LOAN AMT ON SCHEDULE DOES NOT MATCH NOTE
SCIT   CITY ON SCHEDULE DOES NOT MATCH NOTE
SCZC   CITY & ZIP CODE BOTH DO NOT MATCH NOTE
SDAT   FIRST/LAST PAYMENT DATES ON SCHEDULE DO NOT MATCH NOTE
SIGN   BORROWER'S SIGNATURE IS INCOMPLETE ON NOTE
SINF   LOAN INFORMATION ON SCHEDULE DOES NOT MATCH NOTE
SINT   INTEREST RATE ON SCHEDULE DOES NOT MATCH NOTE
SLAB   NAME ON SCHEDULE AND LABEL DOES NOT MATCH NOTE
SNAM   NAME ON SCHEDULE DOES NOT MATCH NOTE
SNUM   HOUSE # ON SCHEDULE DOES NOT MATCH NOTE
SOTH   OTHER SCHEDULE EXCEPTION
SPLA   BORROWER'S NAME IS MISSPELLED ON ASSIGNMENT
SPLB   BORROWER'S NAME IS MISSPELLED ON SCHEDULE, FILE AND ASSIGN
SSTR   STREET NAME ON SCHEDULE DOES NOT MATCH NOTE
STAT   STATE ON SCHEDULE DOES NOT MATCH NOTE
SZIP   ZIP CODE ON SCHEDULE DOES NOT MATCH NOTE
TAMT   TITLE POLICY INSURANCE AMOUNT IS LESS THAN MORTGAGE
TCOP   TITLE POLICY COPY MISSING ORIGINAL AUTHORIZED SIGNATURE
TDAT   MORTGAGE DATE IN SCHEDULE "A" IS INCORRECT
TDES   MORTGAGE DESCRIPTION IN SCHEDULE "A" IS INCORRECT
TLGL   LEGAL DESCRIPTION IS MISSING FROM TITLE POLICY
TMTG   MORTGAGE AMOUNT IN SCHEDULE "A" IS INCORRECT
TNAM   NAME OF BORROWER IS INCORRECT ON TITLE POLICY
TOTH   OTHER TITLE POLICY EXCEPTION
TPOL   Title Policy is missing or incorrect

 

I-15

EX-10.7 12 v345546_ex10-7.htm CENLAR SERVICING AGREEMENT
EXHIBIT 10.7
 
AMENDMENT NO. 1 TO
 
FLOW MORTGAGE LOAN SERVICING AGREEMENT
 
THIS AMENDMENT NO. 1 TO FLOW MORTGAGE LOAN SERVICING AGREEMENT (the “Amendment”), dated November 3rd, 2011 is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as owner of mortgage loans, including the related servicing rights (the “Owner”), and CENLAR FSB, a federal savings bank, as servicer of such mortgage loans (the “Servicer”).
 
WITNESSETH:
 
WHEREAS, the Owner and the Servicer have entered into that certain Flow Mortgage Loan Servicing Agreement dated August 1, 2011(the “Agreement”); and
 
WHEREAS, the Owner and the Servicer desire to amend the Agreement pursuant to Section 25 of the Agreement as set forth herein;
 
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the Servicer agree as follows:
 
1.           The first sentence of Section 11.16(a) of the Agreement shall be amended and replaced, to read in its entirety as follows:
 
“Not later than the fifth (5th) Business Day of each calendar month, the Servicer shall forward to the Owner a statement in the form specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Servicer by the Owner.”
 
2.           From and after the date of this Agreement, all references to the “Agreement” shall mean the Agreement as amended hereby.
 
 
 

 
 
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.
 
 
REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
 
as Owner
   
 
By:
/s/ John Isbrandtsen
 
Name: John Isbrandtsen
 
Title: Authorized Officer
   
 
CENLAR, FSB,
 
as Servicer
   
 
By:
/s/ Gregory S. Tornquist
 
Name: Gregory S. Tornquist
 
Title: President and Chief Executive Officer
 
[Amendment No. 1 to Flow Mortgage Loan Servicing Agreement]
 
 
 
 

 
EXECUTION VERSION
 
 
 
FLOW MORTGAGE LOAN SERVICING AGREEMENT
 
between
 
CENLAR FSB,
as Servicer,
 
and
 
REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
as Owner
 
August 1, 2011
 
Residential Mortgage Loans
 
 
 

 
 
TABLE OF CONTENTS
 
   
Page
     
SECTION 1.
Definitions
1
     
SECTION 2.
Acknowledgement
14
     
SECTION 3.
Mortgage Loan Schedule
14
     
SECTION 4.
Delivery of Servicing Files; Possession of Mortgage Files; Transfer Costs
14
     
Subsection 4.01
Delivery of Servicing Files
14
     
Subsection 4.02
Possession of Mortgage Files
15
     
Subsection 4.03
Transfer Expenses
15
     
SECTION 5.
Inspection of Documents
15
     
SECTION 6.
Helping Families Notice
15
     
SECTION 7.
Representations and Warranties; Effect of Breach
16
     
Subsection 7.01
Servicer Representations and Warranties
16
     
Subsection 7.02
Owner Representations and Warranties
17
     
Subsection 7.03
Representations and Warranties Regarding Individual Mortgage Loans
19
     
Subsection 7.04
Repurchase or Substitution of Mortgage Loans by Originator
20
     
SECTION 8.
[Reserved.]
20
     
SECTION 9.
Closing Conditions
20
     
SECTION 10.
Costs
21
     
SECTION 11.
Administration and Servicing of Mortgage Loans
21
     
Subsection 11.01
Servicer to Act as Servicer; Subservicing
21
     
Subsection 11.02
Liquidation of Mortgage Loans
24
     
Subsection 11.03
Collection of Mortgage Loan Payments
24
     
Subsection 11.04
Establishment of Custodial Account; Deposits in Custodial Account
25
     
Subsection 11.05
Withdrawals From the Custodial Account
27
     
Subsection 11.06
Establishment of Escrow Account; Deposits in Escrow Account
28
     
Subsection 11.07
Withdrawals From Escrow Account
28
     
Subsection 11.08
Payment of Taxes, Insurance and Other Charges; Collections Thereunder
29
     
Subsection 11.09
Transfer of Accounts
29
     
Subsection 11.10
Maintenance of Hazard Insurance
30
 
 
i

 
 
    Page 
     
Subsection 11.11
Maintenance of Primary Mortgage Insurance Policy; Claims
31
     
Subsection 11.12
Fidelity Bond; Errors and Omissions Insurance
31
     
Subsection 11.13
Title, Management and Disposition of REO Property
32
     
Subsection 11.14
Servicing Compensation
32
     
Subsection 11.15
Distributions
33
     
Subsection 11.16
Statements to the Owner
34
     
Subsection 11.17
[Reserved]
34
     
Subsection 11.18
Assumption Agreements
34
     
Subsection 11.19
Satisfaction of Mortgages and Release of Mortgage Files
35
     
Subsection 11.20
Servicer Shall Provide Access and Information as Reasonably Required
36
     
Subsection 11.21
Inspections
36
     
Subsection 11.22
Restoration of Mortgaged Property
36
     
Subsection 11.23
Fair Credit Reporting Act
37
     
Subsection 11.24
Prepayment Charges
37
     
Subsection 11.25
Recovery and Reimbursement of Advances
37
     
SECTION 12.
The Servicer
38
     
Subsection 12.01
Indemnification; Third Party Claims
38
     
Subsection 12.02
Merger or Consolidation of the Servicer
39
     
Subsection 12.03
Limitation on Liability of the Servicer and Others
39
     
Subsection 12.04
Servicer Resignation Requirements
40
     
Subsection 12.05
No Liability for Failure to Deliver Servicing Files
40
     
SECTION 13.
Default
40
     
Subsection 13.01
Events of Default
40
     
Subsection 13.02
Waiver of Default
41
     
SECTION 14.
Termination
42
     
Subsection 14.01
Termination
42
     
Subsection 14.02
Successors to the Servicer
42
     
Subsection 14.03
Termination by Owner
43
     
SECTION 15.
Notices
44
     
SECTION 16.
Severability Clause
44
     
SECTION 17.
No Partnership
45
 
 
ii

 
 
    Page 
     
SECTION 18.
Counterparts
45
     
SECTION 19.
Governing Law; Choice of Forum; Waiver of Jury Trial
45
     
SECTION 20.
Reserved
46
     
SECTION 21.
Waivers
46
     
SECTION 22.
Exhibits
46
     
SECTION 23.
General Interpretive Principles
46
     
SECTION 24.
Reproduction of Documents
47
     
SECTION 25.
Amendment
47
     
SECTION 26.
Confidentiality
47
     
SECTION 27.
Entire Agreement
47
     
SECTION 28.
Further Agreements
48
     
SECTION 29.
Successors and Assigns
48
     
SECTION 30.
Non-Solicitation
48
     
SECTION 31.
Protection of Consumer Information
49
     
SECTION 32.
Cooperation of the Servicer With a Reconstitution; Regulation AB Compliance
50
 
 
iii

 
 
EXHIBITS
 
EXHIBIT 1
FORM OF SERVICER ACKNOWLEDGEMENT
   
EXHIBIT 2
FORM OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN
   
EXHIBIT 3
TRANSFER INSTRUCTIONS
   
ADDENDUM I
REGULATION AB COMPLIANCE ADDENDUM
   
ADDENDUM II
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
 
iv

 
 
FLOW MORTGAGE LOAN SERVICING AGREEMENT
 
THIS FLOW MORTGAGE LOAN SERVICING AGREEMENT (the “Agreement”), dated August 1, 2011 is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as owner of the mortgage loans described herein, including the related servicing rights (the “Owner”), and CENLAR FSB, a federal savings bank, as servicer of such mortgage loans (the “Servicer”).
 
WITNESSETH:
 
WHEREAS, the Owner owns or will acquire from time to time certain conventional, residential, first-lien mortgage loans as described herein, including the related servicing rights; and
 
WHEREAS, the parties desire to agree to the terms and conditions upon which the Servicer will service and administer the mortgage loans as set forth herein;
 
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the Servicer agree as follows:
 
SECTION 1.  Definitions.
 
For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.
 
Adjustable Rate Mortgage Loan:  A Mortgage Loan purchased pursuant to this Agreement which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.
 
Adjustment Date:  As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.
 
Affiliate:  When used with reference to a specified Person, any Person that (i) directly or indirectly controls or is controlled by or is under common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or more of any class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 10% or more of any class of equity securities.
 
 
 

 
 
Agency Transfer:  The sale or transfer by the Owner of some or all of the Mortgage Loans to Fannie Mae, Ginnie Mae or Freddie Mac while retaining Servicer as servicer.
 
Agreement:  This Flow Mortgage Loan Servicing Agreement including all exhibits, schedules, amendments and supplements hereto.
 
Ancillary Fees:  With respect to any Mortgage Loan, charges for late Monthly Payments, charges for dishonored checks, pay-off fees, assumption fees, commissions and administrative fees on insurance and similar fees and charges collected from or assessed against the related Mortgagor, other than those charges payable to another party under the terms of the applicable Servicing Agreement.
 
Applicable Requirements:  With respect to the Mortgage Loans as of the time of reference, (i) the terms of the applicable Mortgage and Mortgage Note; (ii) Customary Servicing Procedures; (iii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the servicing of the Mortgage Loans, including, without limitation, the applicable requirements and guidelines of any insurer, or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iv) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing of the Mortgage Loans; and (v) all contractual obligations relating to the servicing of the Mortgage Loans, including without limitation those contractual obligations contained in the applicable Servicing Agreement or in any agreement relating to the Mortgage Loans with any insurer or in the Mortgage File.
 
Appraised Value:  With respect to any Mortgaged Property, the lesser of (i) the value (or Reconciled Market Value if more than one appraisal is received) thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value (or Reconciled Market Value if more than one appraisal is received) of the Mortgaged Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.
 
Appraiser Independence Requirements:  The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.
 
Assignment of Mortgage:  An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Owner.  With respect to any MERS Mortgage loan, an Assignment of Mortgage shall mean the appropriate notice of transfer sufficient under the governing instruments of MERS to reflect a transfer of the Mortgage Loan within MERS.
 
 
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Assumed Principal Balance:  As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all amounts previously distributed to the Owner with respect to the Mortgage Loan pursuant to Subsection 11.15 and representing payments or other recoveries of principal.
 
Business Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of California, the State of New Jersey or the State of New York, or (iii) a day on which banks in the State of California, the State of New Jersey or the State of New York are authorized or obligated by law or executive order to be closed.
 
Closing Date:   The date or dates, set forth in the related Servicer Acknowledgement, on which the Owner will purchase the Mortgage Loans identified therein.
 
Code:  The Internal Revenue Code of 1986, as amended, or any successor statute thereto.
 
Commission:  The United States Securities and Exchange Commission.
 
Condemnation Proceeds:  All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Note or Mortgage.
 
Consumer Information:  Any personally identifiable information in any form (written electronic or otherwise) relating to a Mortgagor, including, but not limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship with the Servicer or the originator of the related Mortgage Loan; and any other non-public personally identifiable information.
 
Custodial Account:  As defined in Subsection 11.04.
 
Customary Servicing Procedures:  With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates, or as such mortgage servicing practices may change from time to time.
 
 
3

 
 
Cut-off Date:  With respect to each Mortgage Loan, the first day of the month of the related Closing Date or such other date as is set forth in the related Servicer Acknowledgement.
 
Determination Date:  With respect to each Remittance Date, the 15th day (or, if such 15th day is not a Business Day, the following Business Day) of the month in which such Remittance Date occurs.
 
Due Date:  The 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 beginning on the second day of the month preceding the month of the Remittance Date, and ending on the first day of the month of the Remittance Date.
 
Eligible Account:  Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein.  Eligible Accounts may bear interest.  If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts is no longer in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations or in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations, the funds on deposit therewith in connection with this Agreement shall be transferred to an Eligible Account within 30 days of such downgrade.
 
Eligible Investments:  Any one or more of the following obligations or securities:
 
(i)           direct obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;
 
(ii)           (a) demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in
 
 
4

 
 
the highest rating category with respect to short-term obligations and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
 
(iii)           repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i)  above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;
 
(iv)           securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in the highest rating category for long-term unsecured debt with a maturity of more than one year or in the highest rating category with respect to short-term obligations by each Rating Agency, in each case at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;
 
(v)           commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated in the highest rating category by each Rating Agency at the time of such investment; and
 
(vi)           any money market funds rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations;
 
provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.
 
Escrow Account:  As defined in Subsection 11.06.
 
Escrow Payments:  The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
 
Event of Default:  Any one of the conditions or circumstances enumerated in Subsection 13.01.
 
 
5

 
 
Fannie Mae:  The entity formerly known as the Federal National Mortgage Association or any successor thereto.
 
Fannie Mae Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto in effect on and after the related Closing Date.
 
FDIC:  The Federal Deposit Insurance Corporation or any successor thereto.
 
FDPA: The Flood Disaster Protection Act of 1973, as amended.
 
FHFA:  The Federal Housing Finance Agency or any successors thereto.
 
Fidelity Bond:  The fidelity bond required to be obtained by the Servicer pursuant to Subsection 11.12.
 
FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.
 
First Remittance Date:  With respect to each Mortgage Loan Package, the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the calendar month immediately following the Closing Date; provided, however, if the Transfer Date is not one (1) or more Business Days prior to the first day of such calendar month, such date will be the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the next succeeding calendar month.
 
Freddie Mac:  The entity formerly known as the Federal Home Loan Mortgage Corporation or any successor thereto.
 
Freddie Mac Guide:  The Freddie Mac Single Family Seller/Servicer Guide and all amendments or additions thereto in effect on and after the related Closing Date.
 
Full Prepayment:  Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and 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.
 
Ginnie Mae:  The Government National Mortgage Association or any successor thereto.
 
Gross Margin:  With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage Loan.
 
 
6

 
 
Helping Families Act:  As defined in Section 6.
 
HUD:  The United States Department of Housing and Urban Development or any successor thereto.
 
Independent:  When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any Affiliate of such other Person, and (c) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.
 
Index:  With respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.
 
Initial Rate Cap:  With respect to each Adjustable Rate Mortgage Loan and the initial Adjustment Date therefor, a number of percentage points per annum that is set forth in the Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase or decrease from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.
 
Insurance Proceeds:  With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
 
Lifetime Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the provisions of the related Mortgage Note.
 
Liquidation Proceeds:  The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.
 
Loan-to-Value Ratio:  With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a percentage, of the outstanding principal balance of the Mortgage Loan on such date to the Appraised Value of the related Mortgaged Property.
 
Loss Mitigation:  Those efforts, other than foreclosure, taken to lessen losses to the Owner when collection efforts have not resulted in a Mortgagor curing a delinquency or if required by Applicable Requirements.  Such efforts may include advising Mortgagors of various relief alternatives to foreclosure, receipt and analysis of a Mortgagor’s financial information,
 
 
7

 
 
determining the value of the Mortgaged Property and recommending to the Owner approval or denial of a relief alternative, as applicable.
 
LPMI:  Lender paid mortgage insurance.
 
Master Servicer:  Wells Fargo Bank, N.A., together with its successors and assigns, as master servicer with respect to any Securitization Transaction, or any other master servicer designated as such with respect to any Securitization Transaction.
 
MERS:  Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS Mortgage Loan:  Any Mortgage Loan registered with MERS on the MERS System.
 
MERS System:  The system of recording transfers of mortgages electronically maintained by MERS.
 
MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.
 
Minimum Interest Rate:  With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased.
 
Monthly Payment:  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.
 
Mortgage:  The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.  All Mortgages shall be Fannie Mae/Freddie Mac Uniform Instruments with authorized changes.
 
Mortgage File:  With respect to each Mortgage Loan, all documents required to be included in a “Mortgage File” delivered by the applicable Originator to the Owner or its custodian, and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
 
Mortgage Interest Rate:  With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest rate
 
 
8

 
 
imposed by the Initial Rate Cap, the Periodic Rate Cap, the Minimum Interest Rate and the Lifetime Rate Cap, if any.
 
Mortgage Loan:  An individual Mortgage Loan that is the subject of this Agreement, as identified on the related Mortgage Loan Schedule, excluding replaced or repurchased mortgage loans.
 
 
Mortgage Loan Package:  The pool or group of whole loans purchased on a Closing Date, as described in the Mortgage Loan Schedule annexed to the related Servicer Acknowledgement.
 
Mortgage Loan Schedule:  The schedule of Mortgage Loans prepared for each Closing Date setting forth the information with respect to each Mortgage Loan required by the disclosure report format of the Owner, including any replacement loans that are substituted after the Closing Date pursuant to the related purchase agreement.
 
Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.  All Mortgage Notes shall be Fannie Mae/Freddie Mac Uniform Instruments with authorized changes.
 
Mortgaged Property:  The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling.
 
Mortgagee:  The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.
 
Mortgagor:  The obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.
 
NAIC:  The National Association of Insurance Commissioners or any successor organization.
 
Officer’s Certificate:  A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President of the Person on behalf of whom such certificate is being delivered.
 
Opinion of Counsel:  A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed, and which must be Independent outside counsel with respect to such opinion of counsel concerning the taxation or the federal income tax status of a REMIC.
 
 
9

 
 
Originator:  With respect to each Mortgage Loan, the entity from which the Owner purchased such Mortgage Loan.
 
OTS:  The Office of Thrift Supervision or any successor thereto.
 
Owner:  The Person listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms of this Agreement.
 
P&I Advance:  Principal and interest related to a Mortgage Loan, including those Mortgage Loans in any pool created to issue mortgage-backed pass-through certificates or securities, advanced pursuant to this Agreement, together with any amounts advanced pursuant to this Agreement to pay Prepayment Interest Shortfalls, subject to the limitation on advances of Prepayment Interest Shortfalls described in Section 11.15.
 
Partial Prepayment:  Any payment of principal on a Mortgage Loan, other than a Full Prepayment, which is received in advance of its scheduled Due Date and 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.
 
Periodic Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any Adjustment Date as provided in the related Mortgage Note, if applicable.
 
Person:  An individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Prepayment Charge:  With respect to each Mortgage Loan, the fee payable by the Mortgagor if the Mortgagor prepays such Mortgage Loan within a certain period of time as provided in the related Mortgage Note or Mortgage.
 
Prepayment Interest Shortfall:  As to any Remittance Date and any Mortgage Loan, (a) if such Mortgage Loan was the subject of a Full Prepayment during the related Principal Prepayment Period, the excess of one month’s interest on the Assumed Principal Balance of such Mortgage Loan outstanding immediately prior to such prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Principal Prepayment Period, and (b) if such Mortgage Loan was the subject of a Partial Prepayment during the related Principal Prepayment Period, an amount equal to the excess of one month’s interest at the Mortgage Interest Rate on the amount of such Partial Prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Partial Prepayment during such Principal Prepayment Period.
 
 
10

 
 
Primary Mortgage Insurance Policy:  Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as evidenced by a policy or certificate, issued by a Qualified Insurer.
 
Principal Prepayment:  Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Charge 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:  As to any Remittance Date, the calendar month preceding the calendar month in which such Remittance Date occurs.
 
Qualified Appraiser:  With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
 
Qualified Insurer:  An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided by the insurance policy issued by it, approved as an insurer by Fannie Mae and Freddie Mac.
 
Rating Agencies: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc. or, in the event that some or all ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.
 
Reconciled Market Value: The estimated market value of the Mortgaged Property or REO Property that is reasonably determined by the Servicer based on different results obtained from different permitted valuation methods or at different time periods, all in accordance with Customary Servicing Procedures.
 
Reconstitution Agreement:  The agreement or agreements entered into by the Servicer and the Owner and certain third parties on the Reconstitution Date or Reconstitution Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or a Securitization Transaction as provided in Section 32.
 
Reconstitution Date:  The date or dates on which any or all of the Mortgage Loans serviced under this Agreement shall be removed from this Agreement and reconstituted as part of a Whole Loan Transfer or Securitization Transaction pursuant to Section 32 hereof.  On such
 
 
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date, the Servicer shall cease servicing such Mortgage Loans under this Agreement and shall instead service such Mortgage Loans under a Reconstitution Agreement.
 
Record Date:  The close of business of the last Business Day of the month preceding the month of the related Remittance Date.
 
Refinanced Mortgage Loan:  A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
 
Regulation AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Regulation AB Compliance Addendum:  Addendum I attached hereto and incorporated herein by reference thereto.
 
REMIC:  A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
 
REMIC Provisions:  Sections 860A through 860G of the Code; such other provisions of the Code as relate to an entity created thereunder; the regulations promulgated pursuant to such sections and provisions of the Code; and published guidance issued by the Internal Revenue Service relating to such Code sections and regulations.
 
Remittance Date:  The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of any month, beginning with the First Remittance Date with respect to each Mortgage Loan Package.
 
REO Disposition:  The final sale by the Servicer or the Owner of an REO Property.
 
REO Disposition Proceeds:  All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.
 
REO Property:  A Mortgaged Property acquired by the Servicer through foreclosure or deed in lieu of foreclosure, as described in Subsection 11.13.
 
Residential Dwelling:  Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium
 
 
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project or (iv) a one-family dwelling in a planned unit development, none of which is a cooperative, mobile or manufactured home.
 
Securities Act:  The Securities Act of 1933, as amended.
 
Securitization Transaction:  Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Owner to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.
 
Servicer:   Cenlar FSB, or its successor in interest or any successor to the Servicer under this Agreement appointed as herein provided.
 
Servicer Acknowledgement:  An acknowledgement from the Servicer confirming the additional Mortgage Loans to be serviced by the Servicer pursuant to this Agreement on and after a specified Transfer Date, substantially in the form of Exhibit 1.
 
Servicing Advances:  All customary, reasonable and necessary out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of a Mortgaged Property, including Loss Mitigation, (b) any enforcement or administrative or judicial proceedings, including foreclosure or acquiring title to the Mortgaged Property by deed-in-lieu of foreclosure, (c) the management and liquidation of any REO Property, (d) payments made by the Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08 and (e) any appraisals, valuations, broker price opinions, inspections, or environmental assessments.
 
Servicing Agreement:  This Agreement or such other servicing agreement as may be specified in a Servicer Acknowledgement with respect to any Mortgage Loans.
 
Servicing Fee:  With respect to each Mortgage Loan and calendar month, a monthly fee equal to one twelfth of 0.25% multiplied by the Stated Principal Balance of such Mortgage Loan as of the first day of such month.
 
Servicing File:  With respect to each Mortgage Loan, a file that includes copies of all documents, which may be in electronic form, for such Mortgage Loan required to be included in a “Credit File” in the Transfer Instructions.
 
 
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Servicing Officer:  Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished to the Owner by the Servicer, as such list may be amended from time to time.
 
Stated Principal Balance:  As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan as of the first day of the month for which such calculation is being made after giving effect to the principal portion of any Monthly Payments due on or before such date, whether or not received, as well as any Principal Prepayments received before such date, minus, without duplication, (ii) all amounts previously distributed to the Owner with respect to the Mortgage Loan representing payments or recoveries of principal.
 
Transfer Date:  The date or dates, set forth in the related Servicer Acknowledgement, on which the Servicer will begin servicing the Mortgage Loans for the benefit of the Owner.
 
Transfer Instructions:  The transfer instructions in the form of Exhibit 3 hereto.
 
Whole Loan Transfer:  Any sale or transfer by the Owner of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.
 
SECTION 2.  Acknowledgement.
 
The Owner hereby engages the Servicer to service the Mortgage Loans upon the terms specified in this Agreement and the related Servicer Acknowledgement, effective with respect to each Mortgage Loan as of the Transfer Date specified in the related Servicer Acknowledgement.
 
SECTION 3.  Mortgage Loan Schedule.
 
The Owner shall deliver the Mortgage Loan Schedule (which will be annexed to the related Servicer Acknowledgement) to the Servicer at least two (2) Business Days prior to the related Closing Date.
 
SECTION 4.  Delivery of Servicing Files; Possession of Mortgage Files; Transfer Costs.
 
Subsection 4.01      Delivery of Servicing Files.
 
The Owner shall cause the Originator to deliver to the Servicer the Servicing Files pursuant to the Transfer Instructions.
 
 
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Subsection 4.02      Possession of Mortgage Files.
 
Originals or copies of all documents comprising the Mortgage File shall be delivered to the Owner’s custodian on or prior to the related Transfer Date or such other date as may be agreed to by the Owner and the applicable Originator.  The Servicer shall have the right to access such Mortgage Files as needed for servicing upon the terms specified in this Agreement.  Any Mortgage File or a portion thereof delivered to the Servicer for servicing purposes shall be held in trust by the Servicer for the benefit of the Owner as the owner thereof and shall be available for review by the Owner upon request.  The Servicer’s possession of any portion of each such Mortgage File is at the will of the Owner for the sole purpose of facilitating servicing of the Mortgage Loans pursuant to this Agreement, and such possession by the Servicer shall be in a custodial capacity only.  The ownership of each Mortgage Note, Mortgage and the contents of each Mortgage File is vested in the Owner 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 Servicer shall immediately vest in the Owner and shall be retained and maintained, in trust, by the Servicer at the will of the Owner in such custodial capacity only.  The Servicer shall release from its custody the contents of any Mortgage File possessed by it only in accordance with this Agreement, except when such release is required in connection with a repurchase of any such Mortgage Loan pursuant to the related loan purchase agreement or if required under applicable law or court order.
 
Subsection 4.03      Transfer Expenses.
 
The Owner shall pay all costs of delivery to the Servicer of all of the Servicing Files, custodial transfer and or/transfer fees of the Owner’s custodian, and all costs related to preparing, obtaining and delivering such documents as the Owner is required to provide.  The Servicer shall bear all of its costs in connection with performing any due diligence of the Servicing Files, on boarding, monthly reconciliations, and standard reporting relating to the Mortgage Loans, as set forth or referenced in the applicable Servicer Acknowledgement.  Except as otherwise provided in this Agreement, the Owner and the Servicer shall each bear their own expenses incurred in connection with the transactions contemplated by this Agreement.
 
SECTION 5.  Inspection of Documents.
 
The Servicer shall provide to any supervisory agents or examiners that regulate the Owner, including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to the Servicer and without charge to the Servicer or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.
 
SECTION 6.  Helping Families Notice.
 
 Within thirty (30) days following the Closing Date in respect of a Mortgage Loan, the Servicer shall furnish to the borrower of such Mortgage Loan, for the fee set forth or referenced
 
 
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in the applicable Servicer Acknowledgement, the notice required by Section 404 of the Helping Families Save Their Homes Act of 2009 (the “Helping Families Act”) in accordance with the provisions of the Helping Families Act.  In connection with any Securitization Transaction with respect to any of the Mortgage Loans, the Servicer shall furnish to each related borrower, within thirty (30) days following the closing date with respect to such Securitization Transaction, a notice with respect to such assignment, substantially in the form of Exhibit 2 attached hereto, which notice shall identify the Securitization Transaction trust as the new owner of the Mortgage Loan and include any other information required by Section 404 of the Helping Families Act.  Notwithstanding the foregoing, the Servicer will use commercially reasonable efforts, but shall have no obligation, to provide the aforementioned notices if the Servicer is not provided with the required information and the Mortgage Loan does not reside on the Servicer’s servicing system within twenty (20) days of the applicable Closing Date.
 
SECTION 7.  Representations and Warranties; Effect of Breach.
 
Subsection 7.01      Servicer Representations and Warranties.
 
The Servicer hereby represents and warrants to the Owner that, as to itself as of the related Closing Date:
 
(a)           It is a federal savings bank, duly organized, validly existing, and in good standing under the federal laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it.  It is an approved seller/servicer in good standing of conventional residential mortgage loans for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act.  It has 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 it and the consummation of the transactions contemplated hereby have been duly and validly authorized.  This Agreement, assuming due authorization, execution and delivery by the Owner, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.  All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.
 
(b)           No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
 
(c)           The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its
 
 
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articles of incorporation or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.
 
(d)           There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it which, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with its obligations contemplated herein, or which would materially impair its ability to perform under the terms of this Agreement.
 
(e)           To the best of the Servicer’s knowledge, the Servicer is not in material default under any agreement, contract, instrument or indenture to which the Servicer is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Servicer to perform under this Agreement, nor, to the best of the Servicer’s knowledge, has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement.
 
(f)           It 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.
 
(g)           It acknowledges and agrees that its portion of the Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement.
 
(h)           The Servicer is in compliance in all material respects with all applicable laws and regulations and there has been no occurrence or condition with respect to the Servicer or otherwise known to the Servicer that could adversely affect its ability to service the Mortgage Loans pursuant to this Agreement.
 
(i)           From and after each Transfer Date, the Servicer shall service the Mortgage Loans in accordance with the Applicable Requirements.
 
(j)           It has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with this Agreement.
 
Subsection 7.02      Owner Representations and Warranties.
 
 
The Owner hereby represents and warrants to the Servicer that as of the related Closing Date:
 
 
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(a)           It is a federal savings bank duly organized, validly existing, and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it.  It has 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 it and the consummation of the transactions contemplated hereby have been duly and validly authorized.  This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.  All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.
 
(b)           No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
 
(c)           The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.
 
(d)           There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated herein, or that would materially impair its ability to perform under the terms of this Agreement.
 
(e)           To the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement.
 
 
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(f)           It has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with this Agreement.
 
(g)           To the best of the Owner’s knowledge, neither this Agreement nor any statement, report or other agreement, document of instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.
 
Subsection 7.03      Representations and Warranties Regarding Individual Mortgage Loans.
 
The Owner represents and warrants to the Servicer on the applicable Transfer Date, that as of the Transfer Date specified in the related Servicer Acknowledgement (or such other date specified below):
 
(a)           Data:  The information set forth in the related Mortgage Loan Schedule, including any diskette, data tapes or other electronic data sent to the Servicer, is complete, true and correct in all material respects. The information on the Mortgage Loan Schedule and the information provided are consistent with the contents of the originator’s records and the Mortgage File.  The Mortgage Loan Schedule contains all the fields required in Exhibit 3.  Except for information specified to be as of the origination date of the Mortgage Loan, the Mortgage Loan Schedule contains the most current information possessed by the Originator.
 
(b)           Regulatory Compliance:  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, fair housing, or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects in connection with the origination and servicing of the Mortgage Loan.  No Mortgage Loan is a “high cost” or “covered” loan, as defined by any applicable federal, state or local predatory or abusive lending law, and no Mortgage Loan has a percentage listed under the Indicative Loss Severity Column (the column that appears in the Standard & Poor’s Anti-Predatory Lending Law Update Table, included in the then-current Standard & Poor’s LEVELS® Glossary of Terms on Appendix E). No Mortgage Loan secured by property located in the State of Georgia was originated on or after October 1, 2002 and prior to March 7, 2003. No Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as defined under the Georgia Fair Lending Act.
 
(c)           No Graduated Payments:  The Mortgage Loan does not contain “graduated payment” features, does not have a shared appreciation or other contingent interest feature and does not contain any buydown provisions.
 
(d)           No Negative Amortization Loans; No HELOCs; All 30 Year Mortgages:  The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. Each Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof (except in the case of interest only loans) and to pay interest at the related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions which would result in negative
 
 
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amortization.  No Mortgage Loan is a home equity revolving line of credit secured by a mortgage, deed of trust or other instrument.
 
(e)           Escrow Accounts:  If applicable, all Escrow Accounts have been maintained in accordance with Applicable Requirements.  The Escrow Payments required by the Mortgages are on deposit in the appropriate Escrow Account.
 
(f)           Escrow Compliance:  If an Escrow Account is required to be maintained with respect to each Mortgage Loan, (i) all interest required pursuant to applicable law to be paid on funds in such Escrow Account through the Transfer Date has been or will be credited to the account of the related Mortgagor, and evidence of such credit shall be provided to the Servicer; and (ii) such interest has been and through the Transfer Date will be properly computed and paid in accordance with the terms of such Mortgage Loan and with applicable law.
 
(g)           MERS:  The ownership of all MERS Mortgage Loans is registered with MERS.
 
(h)           Prior Servicing:  Each Mortgage Loan has been serviced in accordance with all Applicable Requirements at all times prior to the Servicing Transfer Date.
 
Subsection 7.04      Repurchase or Substitution of Mortgage Loans by Originator.
 
(a)           If an Originator repurchases a Mortgage Loan due to a breach of representations and warranties, such Mortgage Loan shall no longer be subject to this Agreement and removed from the Mortgage Loan Schedule.  The Servicer shall release the Mortgage Loan to, and effect the transfer of the related servicing, to the Originator or its designated servicer.  In such event, the Servicer shall be entitled to the applicable Exit Fee set forth or referenced in the applicable Servicer Acknowledgement.
 
(b)           If an Originator substitutes such Mortgage Loan, such substitute mortgage loan shall be deemed a “Mortgage Loan” hereunder, as if included on the Mortgage Loan Schedule, and the Servicer shall release the related defective Mortgage Loan to, and effect the transfer of the related servicing, to the Originator or its designated servicer.
 
(c)           In the event of any breach of any representation and warranty of an Originator made with respect to any Mortgage Loan, the Servicer shall assist the Owner in pursuing any available remedies against the Originator arising from such breach.
 
SECTION 8.  [Reserved.]
 
SECTION 9.  Closing Conditions.
 
The closing for each transfer of servicing hereunder shall take place on the respective Closing Date.  The closing shall be either by telephone, confirmed by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree.
 
 
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(a)           On or before the initial Closing Date, the Servicer shall submit to the Owner fully executed originals of the following documents:
 
(i)           this Agreement, in four counterparts;
 
(ii)           if requested by the Owner, a letter confirming the account name and number of the Custodial Account in a form to be provided by the Owner; and
 
(iii)           if requested by the Owner, a letter confirming the account name and number of the Escrow Account in a form to be provided by the Owner.
 
(b)           The closing for each transfer of servicing and assumption of the servicing responsibilities by the Servicer hereunder shall be subject to the satisfaction of each of the following conditions:
 
(i)           the Servicer shall submit to the Owner the related Servicer Acknowledgement, in four counterparts;
 
(ii)           the Owner shall have delivered to the Servicer the related Mortgage Loan Schedule and an electronic data file containing information on a loan-level basis; and
 
(iii)           all other terms and conditions of this Agreement and the related Servicer Acknowledgement to be satisfied by the Servicer and/or the Owner shall have been complied with in all material respects.
 
SECTION 10.  Costs.
 
The Owner shall pay the cost of delivering the Mortgage Files to the Owner or its designee, the cost of recording the Assignments of Mortgage, any registration or transfers within MERS, any custodial fees incurred in connection with the release of any Mortgage Loan documents as may be required by the servicing activities hereunder and all other costs and expenses incurred in connection with this Agreement by the Owner.  Except as otherwise provided in this Agreement, the Servicer and the Owner shall each bear their own expenses (including, without limitation, any legal fees and expenses of its attorneys) incurred in connection with the transactions contemplated by this Agreement.
 
SECTION 11.  Administration and Servicing of Mortgage Loans.
 
Subsection 11.01    Servicer to Act as Servicer; Subservicing.
 
(a)           Effective as of each related Transfer Date, the Servicer, as an independent contractor, shall service and administer the Mortgage Loans in accordance with this Agreement and all Applicable Requirements, and shall have full power and authority, acting alone or through subservicers or agents, to do or cause to be done any and all things in connection with
 
 
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such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement.  The Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder.  The Servicer may delegate any of its duties under this Agreement to one or more of its Affiliates; provided, however, that the Servicer shall not be released from any of its responsibilities hereunder by virtue of such delegation.  The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Servicer provided each subservicer is a Fannie Mae approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Servicer hereunder shall be reimbursable to the Servicer as Servicing Advances), and the subservicer’s fee shall not exceed the Servicer’s portion of the Servicing Fee.
 
(b)           At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage Loans itself.  If the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer as soon as is reasonably possible.  The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Owner.
 
(c)           The Servicer shall be entitled to enter into an agreement with the subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
 
(d)           Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of the Owner to pay the subservicer’s fees and expenses.  For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.  The Servicer shall not make any amendment to any agreement with a subservicer if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Owner.
 
(e)           Consistent with the terms of this Agreement, and subject to the REMIC Provisions if the Mortgage Loans have been transferred to a REMIC, the Servicer 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; provided,
 
 
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however, that the Servicer shall not enter into any payment plan or agreement to modify payments with a Mortgagor lasting more than six (6) months or permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Initial Rate Cap (if applicable), the Periodic Rate Cap (if applicable) or the Gross Margin (if applicable), agree to the capitalization of arrearages, including interest, fees or expenses owed under the Mortgage Loan, make any future advances or extend the final maturity date with respect to such Mortgage Loan, or accept substitute or additional collateral or release any collateral for such Mortgage Loan, unless (1) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, (2) the modification is in accordance with the customary procedures of the Servicer, which may change from time to time, or industry-accepted programs, and (3) the Owner has approved such action.  Additionally, the Servicer shall not accept any deed-in-lieu of, short pay-off, or sale of any Mortgaged Property, in which the sale proceeds are less than the unpaid principal balance of the related Mortgage Loan unless the Owner has approved such action.  Further, the Servicer shall not defer or forgive the payment of any principal or interest or change the outstanding principal amount (except to reflect actual payments of principal) unless the Owner has approved such action.  Any capitalization of arrearages of interest, fees and expenses in excess of 10% of the outstanding unpaid principal balance of the related Mortgage Loan immediately prior to the capitalization shall be made only after the Servicer has received the express written consent of the Owner.   Without limiting the generality of the foregoing, the Servicer in its own name or acting through subservicers or agents is hereby authorized and empowered by the Owner when the Servicer believes it appropriate and reasonable in its best judgment, to execute and deliver, on behalf of itself or the Owner, all instruments of satisfaction or cancellation, or of partial or full release and discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Owner pursuant to the provisions of Subsection 11.13.
 
(f)           The Owner shall furnish to the Servicer any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.
 
(g)           Whether in connection with the foreclosure of a Mortgage Loan or otherwise, the Servicer shall from its own funds make all necessary and proper Servicing Advances; provided, however, that the Servicer is not required to make a Servicing Advance unless the Servicer determines in the exercise of its good faith judgment that such Servicing Advance would ultimately be recoverable from REO Disposition Proceeds, Insurance Proceeds or Condemnation Proceeds of the related Mortgaged Property (with respect to each of which the Servicer shall have the priority described in Subsection 11.05 for purposes of withdrawals from the Custodial Account).   Any Servicing Advance that would cause the amount of unreimbursed Servicing Advances for a particular Mortgage Loan to exceed $15,000 shall be made only after notification of the Owner.
 
(h)           Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic
 
 
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substances or wastes, or if the Owner otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Owner’s expense.  Upon completion of the inspection, the Servicer shall promptly provide the Owner with a written report of the environmental inspection.  In the event (i) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (ii) the Owner directs the Servicer to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed for all reasonable costs associated with such foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient fully to reimburse the Servicer, the Servicer shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Subsection 11.05 hereof.  In the event the Owner directs the Servicer not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Subsection 11.05 hereof.
 
Subsection 11.02    Liquidation of Mortgage Loans.
 
In the event that any payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Servicer shall take such action as it shall deem to be in the best interest of the Owner.  In the event that any payment due under any Mortgage Loan remains delinquent for a period of forty-five (45) days, the Servicer shall order an inspection of the related Mortgaged Property and, except with respect to any Mortgage Loan for which the Servicer is in the process of modifying or has modified the terms of such Mortgage Loan, if the Mortgage Loan remains delinquent for a period of ninety (90) days or more, the Servicer shall commence foreclosure proceedings in accordance with Customary Servicing Procedures and the guidelines set forth by Fannie Mae, Freddie Mac or FHFA, as applicable.  In such connection, the Servicer shall from its own funds make all necessary and proper Servicing Advances.  If the portion of any Liquidation Proceeds allocable as a recovery of interest on a related  Mortgage Loan is less than the full amount of accrued and unpaid interest on such Mortgage Loan as of the date such proceeds are received, then the applicable portion of the Servicing Fee with respect to such Mortgage Loan shall be paid first and any amounts remaining thereafter shall be distributed to the Owner.  Upon liquidation of any Mortgage Loan, the Servicer shall provide written notice thereof to the custodian appointed by the Owner.
 
Subsection 11.03    Collection of Mortgage Loan Payments.
 
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due and payable.  Further, the Servicer will in accordance with Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage, will
 
 
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become due and payable 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.  Mortgage Loan payments received by the Servicer will be deposited within one Business Day of receipt into a clearing account that is an Eligible Account.  The Mortgage Loan payments may be commingled with payments of other mortgagors and investors for up to two Business Days prior to the Servicer depositing the Mortgage Loan payments in the Custodial Account.  Such clearing account shall not be used for operational or corporate purposes of the Servicer.
 
Subsection 11.04    Establishment of Custodial Account; Deposits in Custodial Account.
 
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “Cenlar FSB, in trust for Redwood Residential Acquisition Corporation as Owner of Mortgage Loans and various Mortgagors.”  Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository Affiliate of the Servicer) which meets the guidelines set forth by the FHFA, Fannie Mae or Freddie Mac as an eligible depository institution for custodial accounts.  The Custodial Account shall initially be established and maintained at Wells Fargo Bank, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Owner’s approval, which shall not unreasonably be withheld.  In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Servicer.
 
The Servicer shall deposit in the Custodial Account, on a daily basis in accordance with Section 11.03, and retain therein, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):
 
(a)           all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
 
(b)           all payments on account of interest on the Mortgage Loans, less any applicable Servicing Fee;
 
(c)           all Liquidation Proceeds;
 
(d)           all proceeds received by the Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy 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 Customary Servicing Procedures;
 
 
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(e)           all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures;
 
(f)           any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;
 
(g)           any amount required to be deposited by the Servicer in connection with any REO Property pursuant to Subsection 11.13;
 
(h)           all amounts required to be deposited by the seller of the related Mortgage Loan in connection with shortfalls in principal amount of substitute Mortgage Loans;
 
(i)           with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Servicer out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Servicer’s aggregate obligations under this paragraph for any month shall be limited to the total amount of the Servicing Fee related to the Mortgage Loans during such month; and
 
(j)           amounts required to be deposited by the Servicer in connection with the deductible clause of any hazard insurance policy.
 
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, Ancillary Fees need not be deposited by the Servicer in the Custodial Account.
 
The Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Servicer for the benefit of the Owner, which shall mature not later than the Business Day next preceding the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on such Remittance Date and (B) any other investment may mature on such Remittance Date if the Servicer shall advance funds on such Remittance Date, pending receipt thereof to the extent necessary to make distributions to the Owner) and shall not be sold or disposed of prior to maturity.  Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Servicer and shall be subject to withdrawal by the Servicer.  The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Servicer out of its own funds immediately as realized.
 
For all Eligible Investments rated at least “A1/A+”(short/long) that have terms greater than 60 days, in the event of a downgrade of such Eligible Investment below “A1” (or “A+” if no short term rating), the Servicer agrees to remove such Eligible Investment within 60 days of such downgrade.  The Servicer acknowledges and agrees that the Servicer shall bear any losses incurred with respect to removal of such Eligible Investment following such a downgrade and
 
 
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that any losses shall be immediately deposited by the Servicer in the Custodial Account out of the Servicer’s own funds, with no right to reimbursement therefor.
 
Subsection 11.05    Withdrawals From the Custodial Account.
 
The Servicer shall, from time to time, withdraw funds from the Custodial Account for the following purposes:
 
(a)           to make payments to the Owner in the amounts and in the manner provided for in Subsection 11.15;
 
(b)           [reserved];
 
(c)           to reimburse itself for any unpaid portion of its Servicing Fees and for unreimbursed Servicing Advances, the Servicer’s right to reimburse itself pursuant to this subclause (c) 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 Servicer from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Servicer’s right thereto shall be prior to the rights of the Owner unless the Servicer is required to pay the Prepayment Interest Shortfall pursuant to Subsection 11.15, in which case the Servicer’s right to such reimbursement shall be subsequent to the payment to the Owner of such shortfall;
 
(d)           to reimburse itself for unreimbursed Servicing Advances and for unreimbursed P&I Advances, to the extent that such amounts are nonrecoverable (as certified by the Servicer to the Owner in an Officer’s Certificate) by the Servicer pursuant to subclause (b) or (c) above;
 
(e)           to reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;
 
(f)           [reserved];
 
(g)           to pay to itself any interest earned or any investment earnings on funds deposited in the Custodial Account, net of any losses on such investments;
 
(h)           to withdraw any amounts inadvertently deposited in the Custodial Account; and
 
(i)           to clear and terminate the Custodial Account upon the termination of this Agreement.
 
Upon request, the Servicer will provide the Owner with copies of reasonably acceptable invoices or other documentation relating to Servicing Advances that have been reimbursed from the Custodial Account.
 
 
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Subsection 11.06    Establishment of Escrow Account; Deposits in Escrow Account.
 
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively, the “Escrow Account”), titled “Cenlar FSB, in trust for Redwood Residential Acquisition Corporation as Owner of Mortgage Loans and various Mortgagors.”  The Escrow Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository Affiliate of Servicer), which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution for escrow accounts.  The Escrow Account shall initially be established and maintained at Wells Fargo Bank, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Owner’s approval, which shall not unreasonably be withheld.  In any case, the Escrow Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Servicer.
 
The Servicer shall deposit in the Escrow Account on a daily basis, and retain therein: (a) 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 and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property.  The Servicer shall make withdrawals therefrom only in accordance with Subsection 11.07 hereof.  As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law.
 
Subsection 11.07    Withdrawals From Escrow Account.
 
Withdrawals from the Escrow Account shall be made by the Servicer only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Servicer for any Servicing Advance made by Servicer pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, as a Servicing Advance, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently
 
 
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deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.
 
Subsection 11.08    Payment of Taxes, Insurance and Other Charges; Collections Thereunder.
 
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage.  To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall determine that any such payments are made by the Mortgagor.  The Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b).  No costs incurred by the Servicer or subservicers in effecting the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums shall, for the purpose of calculating remittances to the Owner, be added to the unpaid principal balance of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
 
The Owner shall, at no cost or expense to the Servicer, transfer, or cause an Originator to transfer, any existing tax service contracts (“Tax Service Contract”) to the Servicer and provide the Servicer with an electronic file identifying (A) tax type, payment frequency, payee code, tax amount last paid, next due date, parcel number, legal description, previous servicer's name, and (B) each Tax Service Contract, if any, by contract number.  If a Tax Service Contract is not in existence or such tax service contract is not guaranteed or transferable to the Servicer, the Servicer shall obtain a tax service contract for such Mortgage Loans on behalf of the Owner. For each tax service contract obtained by the Servicer, the Owner shall pay the Servicer a fee set forth or referenced in the applicable Servicer Acknowledgement.
 
Subsection 11.09    Transfer of Accounts.
 
The Servicer may, with the approval of the Owner, transfer the Custodial Account or the Escrow Account to an Eligible Account at a different depository institution.
 
 
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Subsection 11.10    Maintenance of Hazard Insurance.
 
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac, as applicable, in an amount that is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property, or (b) the greater of (i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy.  If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such flood insurance has been made available) the Servicer will cause to be maintained a flood insurance policy meeting the requirements of the National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the minimum amount required under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance available under the National Flood Insurance Program.  The Servicer shall also maintain on REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood insurance in an amount required above.  Any amounts collected by the Servicer under any such policies (other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.  It is understood and agreed that no earthquake or other additional insurance need be required by the Servicer of any Mortgagor or maintained on REO Property other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.  All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to Servicer, and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage to the Servicer.  The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either its insurance carrier or agent; provided, however, that  unless otherwise required by the terms of the related Mortgage Note or applicable law, the Servicer shall not accept any such insurance policies from insurance companies unless such  companies are acceptable to Fannie Mae or Freddie Mac, as applicable, and are licensed to do business in the state wherein the property subject to the policy is located.
 
The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements, as applicable, unless otherwise required by the terms of the related Mortgage Note or applicable law.
 
 
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Subsection 11.11    Maintenance of Primary Mortgage Insurance Policy; Claims.
 
With respect to each Mortgage Loan as to which (a) the data provided by the Owner indicates a Loan-to-Value Ratio in excess of 80% at the time of servicing transfer to the Servicer and (b) a Primary Mortgage Insurance Policy is then in effect, the Servicer shall promptly, without any cost to the Owner, maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy issued by a Qualified Insurer insuring the portion over 78% (or such other  percentage in conformance with then current Fannie Mae requirements) until terminated pursuant to the Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other applicable federal, state or local law or regulation.  In the event that such Primary Mortgage Insurance Policy shall be terminated other than as required by law, the Servicer shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Mortgage Insurance Policy.  If the insurer shall cease to be a Qualified Insurer, the Servicer shall obtain from another Qualified Insurer a replacement Primary Mortgage Insurance Policy.  The Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Servicer would have been covered thereunder.  In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Subsection 11.18, the Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
 
In connection with its activities as servicer, the Servicer agrees to prepare and present or to assist the Owner in preparing and presenting, on behalf of itself and the Owner, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan.  Pursuant to Subsection 11.04, any amounts collected by the Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.
 
Subsection 11.12    Fidelity Bond; Errors and Omissions Insurance.
 
The Servicer shall maintain, 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.  These policies must insure the Servicer against losses resulting from fraud, theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Servicer’s personnel, any employees of outside firms that provide data processing services for
 
 
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the Servicer, and temporary contract employees or student interns.  The Fidelity Bond shall also protect and insure the Servicer 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 Subsection 11.12 requiring such Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement.  The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Guide, as amended or restated from time to time, as applicable, or in an amount as may be permitted to the Servicer by express waiver of Fannie Mae or Freddie Mac, as applicable.  Upon request of the Owner, the Servicer shall cause to be delivered to the Owner a certified true copy of such Fidelity Bond or a certificate evidencing the same with a statement that the Servicer shall endeavor to provide written notice to the Owner thirty (30) days prior to modification or any material change.
 
Subsection 11.13    Title, Management and Disposition of REO Property.
 
Subject to Subsection 11.02, in the event that title to a 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 Owner or its nominee.
 
The Servicer shall cause to be deposited on a daily basis in the Custodial Account all revenues received with respect to the conservation of the related REO Property. The Servicer shall make distributions as required on each Remittance Date to the Owner of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described below and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).
 
The disposition of REO Property shall be carried out by the Servicer, subject to Subsection 11.01.  The Owner shall pay the Servicer a fee of 1.5% of the sales price for such REO Property for services associated with servicing the REO Property through its disposition.  Upon the request of the Owner, and at the Owner’s expense, the Servicer shall cause an appraisal of the REO Property to be performed for the Owner.
 
The Servicer shall either itself or through an agent selected by the Servicer, 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.  Any disbursement in excess of $15,000 shall be made only with the prior written approval of the Owner.  The Servicer shall deduct the costs of managing, conserving, protecting and operating the REO Property from the proceeds of the sale of the REO Property (providing documentary evidence of such costs).
 
 
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The Servicer shall not accept any sale offer for an REO Property that is more than 10% below the Reconciled Market Value of the REO Property without the prior written consent of the Owner.
 
Subsection 11.14    Servicing Compensation.
 
As compensation for its services hereunder and subject to Subsection 11.15, the Servicer shall be entitled to retain the applicable portion of the Servicing Fee from interest payments actually collected on the Mortgage Loans.  Additional servicing compensation in the form of assumption fees, fees related to the disposition of REO Property, Ancillary Fees (other than late payment charges) and one-half of the amount of late payment charges shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account.  Prepayment Charges shall not be included in the Servicer’s compensation but paid to the Owner.   The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein.  To the extent the Servicer is entitled to any portion of Servicing Fees, Servicing Advances and other amounts in excess of the interest payments actually collected on the Mortgage Loans with respect to any Remittance Date, the Servicer shall invoice the Owner in accordance with Section 11.16 for such amounts and the Owner shall pay the Servicer such amount within five (5) Business Days of receipt thereof.
 
Subsection 11.15    Distributions.
 
On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the account designated in writing by the Owner of record on the preceding Record Date (a) all amounts credited to the Custodial Account at the close of business on the related Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Subsection 11.05(b) through (h) minus (b) any amounts attributable to Principal Prepayments received after the end of the calendar month preceding the month in which the Remittance Date occurs, minus (c) any amounts attributable to Monthly Payments collected but due on a Due Date or Due Dates subsequent to the first day of the month in which the Remittance Date occurs.
 
Subject to Subection 11.25, not later than each Remittance Date, the Servicer shall from its own funds deposit, as a P&I Advance, in the Custodial Account an amount equal to the aggregate Prepayment Interest Shortfall due to either Partial Prepayment or Full Prepayment, if any, existing in respect of the related Principal Prepayment Period; provided, however, that the aggregate amount of Prepayment Interest Shortfalls deposited on any Remittance Date shall not exceed the amount of Servicing Fee related to the Mortgage Loans with respect to such Remittance Date.
 
With respect to any remittance received by a party after the Business Day on which such payment was due, the remittance party shall pay to the receiving party interest on any such late payment at an annual rate equal to the prime lending rate as is publicly announced from time to
 
 
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time in the Wall Street Journal, or its successor, at the prime lending rate published that day in the Wall Street Journal, adjusted as of the date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable law.  Such interest shall be paid  on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which such payment is made, both inclusive.  The payment by a party of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default.
 
Subsection 11.16    Statements to the Owner.
 
(a)           Not later than five (5) days prior to each related Remittance Date, the Servicer shall forward to the Owner a statement in the form specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Servicer by the Owner.  Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months delinquent.  The Servicer shall submit to the Owner monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported.  The Servicer shall also provide such information as set forth above to the Owner in electronic form in the Servicer’s standard format, a copy of which has been provided by the Servicer.
 
(b)           In addition, the Servicer shall submit to the Owner monthly loan-by-loan default information including, without limitation, notes made and retained by the Servicer in connection with servicing the defaulted loan, the reasons for the default, updated values of the Mortgaged Property, updated FICO scores on the Mortgagor and information regarding Servicing Advances made.
 
(c)           On or after the 16th day of each calendar month, the Servicer shall provide, at the Owner’s request, a list of the Mortgagors as to which Monthly Payments that were due on the immediately preceding Due Date have not yet been received.
 
(d)           The Servicer shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental taxing authority, the Mortgagor or to the Owner pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby.  In addition, the Servicer shall provide the Owner with such information concerning the Mortgage Loans as is necessary for such Owner to prepare federal income tax returns as the Owner may reasonably request from time to time.
 
Subsection 11.17    [Reserved].
 
Subsection 11.18    Assumption Agreements.
 
The Servicer will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided that, subject to the Owner’s prior approval, the Servicer shall permit such assumption if so required in accordance with the terms of the Mortgage or the Mortgage Note.  When the Mortgaged Property has been conveyed by the
 
 
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Mortgagor prior to payment in full of the Mortgage Loan, the Servicer will, 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, the Servicer will not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any.  In connection with any such assumption, the outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Gross Margin (if applicable), the Initial Rate Cap  (if applicable) or the Periodic Rate Cap (if applicable) of the related Mortgage Note shall not be changed, and the term of the Mortgage Loan will not be increased or decreased.  If an assumption is allowed pursuant to this Subsection 11.18, the Servicer with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into 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.
 
Subsection 11.19    Satisfaction of Mortgages and Release of Mortgage Files.
 
Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer will obtain the portion of the Mortgage File that is in the possession of the Owner or its designee, prepare and process any required satisfaction or release of the Mortgage and notify the Owner in accordance with the provisions of this Agreement.  The Owner agrees to deliver to the Servicer (or cause to be delivered to the Servicer) the original Mortgage Note for any Mortgage Loan not later than five (5) Business Days following its receipt of a notice from the Servicer that such a payment in full has been received or that a notification has been received that such a payment in full shall be made. Such Mortgage Note shall be held by the Servicer, in trust, for the purpose of canceling such Mortgage Note and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent provided under any applicable federal or state law.
 
In the event the Servicer grants a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or as otherwise permitted under this Agreement, the Servicer shall remit to the Owner the Stated Principal Balance of the related Mortgage Loan by deposit thereof in the Custodial Account no later than the immediately following Remittance Date, unless the Servicer has cured its error prior to such Remittance Date.  In addition, the Servicer shall have the right, at its expense, to cure any such erroneous satisfaction or release and reinstate the Mortgage of record unless the related Mortgage Loan has been included in a Securitization Transaction.  Upon such reinstatement, the Owner shall return any funds remitted by the Servicer related thereto unless the related Mortgage Loan has been included in a Securitization Transaction.  At its option, upon remittance of the funds to the Owner by the Servicer, the Servicer may require the Owner to assign to the Servicer any rights, if any, the Owner may have with regard to the Mortgage to allow the Servicer to attempt to reinstate the Mortgage of record.
 
 
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Subsection 11.20  Servicer Shall Provide Access and Information as Reasonably Required.
 
The Servicer shall provide to the Owner, and for any Owner insured by FDIC or NAIC, the supervisory agents and examiners of FDIC and OTS or NAIC, access to any documentation regarding the Mortgage Loans which may be required by applicable regulations.  Such access shall be afforded without charge, but only upon reasonable request, during normal business hours and at the offices of the Servicer.
 
In addition, the Servicer shall furnish upon request by the Owner, during the term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable and appropriate with respect to the purposes of this Agreement and applicable regulations.  All such reports or information shall be provided by and in accordance with all reasonable instructions and directions the Owner may require.  The Servicer agrees to execute and deliver all such instruments and take all such action as the Owner, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
Subsection 11.21    Inspections.
 
The Servicer shall inspect the Mortgaged Property as often deemed necessary by the Servicer to assure itself that the value of the Mortgaged Property is being preserved.  In addition, if any Mortgage Loan is more than forty-five (45) days delinquent, the Servicer shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Customary Servicing Procedures or as may be required by the primary mortgage guaranty insurer.  The Servicer shall keep written report of each such inspection and shall provide a copy of such inspection to the Owner upon the request of the Owner.
 
Subsection 11.22    Restoration of Mortgaged Property.
 
The Servicer need not obtain the approval of the Owner 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 Customary Servicing Procedures.  For claims greater than $15,000, at a minimum, the Servicer shall, to the extent permitted by the terms of the related Mortgage Note and applicable law, comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:
 
(a)           the Servicer shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with respect thereto;
 
(b)           the Servicer shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring waivers with respect to mechanics’ and materialmen’s liens;
 
 
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(c)           the Servicer shall verify that the Mortgage Loan is not in default; and
 
(d)           pending repairs or restoration, the Servicer shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.
 
If the Owner is named as an additional loss payee, the Servicer is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Owner.
 
Subsection 11.23    Fair Credit Reporting Act.
 
The Servicer, in its capacity as servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
 
Subsection 11.24    Prepayment Charges.
 
Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment, the Servicer shall not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in servicing mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters, (iv) the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Owner, the Owner’s custodian and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril, and the borrower has elected to pay the loan in full rather than rebuild the Mortgaged Property.  For the avoidance of doubt, the Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Mortgage Loan.
 
Subsection 11.25    Recovery and Reimbursement of Advances.
 
Notwithstanding anything to the contrary in this Agreement, the Servicer shall have no obligation to make any Servicing Advance from its corporate funds on account of any Mortgage
 
 
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Loan, but instead the Servicer shall be entitled to use funds available for remittance to the Owner to pay such Servicing Advances.  The Servicer shall not be obligated to advance its funds to pay attorney fees or costs incurred on behalf of the Owner in connection with litigation related to a Mortgage Loan.
 
(a)           Servicing Advances.
 
The Servicer may, from time to time during the term of this Agreement, and for ease of administration, make Servicing Advances when in its good faith judgment it is necessary or advisable to do so, and the Servicer shall not have any obligation to notify the Owner before making any Servicing Advance except as otherwise specified herein.
 
(b)           P&I Advances.
 
The Servicer shall have no obligation to remit any funds, nor make any P&I Advance, in excess of amounts actually collected by the Servicer.  The Servicer shall remit such funds only upon funding by the Owner of any required remittance.
 
The Servicer will notify the Owner by electronic or facsimile transmission of the amount that is necessary to make a required P&I Advance not later than three (3) Business Days before the Servicer requires the funds.  The Owner shall, at the Servicer’s direction either immediately deposit such amount into the appropriate Custodial Account or wire such amount to the Servicer.
 
(c)           Servicer’s Option to Interim Bill and Require Funding of Anticipated Servicing Advances.
 
In addition to provisions elsewhere in this Agreement, the Servicer, in its sole discretion, may at any time bill the Owner for Servicing Advances that are then outstanding and for Servicing Advances that the Servicer anticipates the Servicer will make prior to the next month end.   Any such invoice shall be payable within twenty (20) Business Days of the Owner’s receipt.
 
SECTION 12.    The Servicer.
 
Subsection 12.01    Indemnification; Third Party Claims.
 
(a)           The Servicer agrees to indemnify and hold harmless the Owner and its officers, employees, members, directors, Affiliates and representatives against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Owner may sustain in any way related to (i) the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (ii) a breach of the Servicer’s representations, warranties or covenants included in this Agreement.  This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
 
 
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(b)           The Servicer shall promptly notify the Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Servicer shall assume (with the written consent of the Owner) the defense of any such claim and pay, as a Servicing Advance, all expenses in connection therewith, including counsel fees.  If the Servicer has assumed the defense of the Owner, the Servicer shall provide the Owner with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01 and the Owner shall promptly reimburse the Servicer for all unreimbursed amounts advanced by it pursuant to the preceding sentence except when and to the extent that the claims relate to the failure of the Servicer to service the Mortgage Loans in accordance with the terms of this Agreement or any other breach by the Servicer of this Agreement.
 
Subsection 12.02    Merger or Consolidation of the Servicer.
 
The Servicer will keep in full effect its existence, rights and franchises as a national banking association, and will obtain and preserve its qualification to do business 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 Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to substantially all of the business of the Servicer (whether or not related to loan servicing), shall be the successor of the Servicer 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.
 
Subsection 12.03    Limitation on Liability of the Servicer and Others.
 
The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer.  Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Owner for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder.  The Servicer and any director, officer, employee or agent of the Servicer may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder.  Subject to the terms of Subsection 12.01, the Servicer shall have no obligation to appear with respect to, prosecute or
 
 
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defend any legal action which is not incidental to the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement.
 
Subsection 12.04    Servicer Resignation Requirements.
 
The Servicer shall not assign this Agreement except by mutual consent of the Servicer and the Owner.  At any time during the term hereof, the Servicer may, without cause, by one hundred eighty (180) days prior written notice to the Owner, terminate this Agreement as to any or all Mortgage Loans then being serviced or upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer.  Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner, which Opinion of Counsel shall be in form and substance acceptable to the Owner.  No such resignation of or assignment by the Servicer shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Subsection 14.02.  If the Servicer resigns pursuant to this Section 12.04, the Servicer shall pay all costs incurred by the Owner in transferring servicing of the Mortgage Loans.
 
Subsection 12.05    No Liability for Failure to Deliver Servicing Files.
 
The Servicer shall have no liability for any failure to carry out its servicing responsibilities hereunder that is directly caused by the failure of an Originator to deliver to the Servicer the Servicing Files (or portions thereof) necessary to service such Mortgage Loans in material compliance with the Customary Servicing Procedures or this Agreement.
 
SECTION 13.  Default.
 
Subsection 13.01    Events of Default.
 
In case one or more of the following Events of Default by the Servicer shall occur and be continuing:
 
(a)           any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days;
 
(b)           failure by the Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner;
 
(c)           a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
 
 
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winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;
 
(d)           the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or relating to all or substantially all of the Servicer’s property;
 
(e)           the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
 
(f)           the Servicer shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Servicer’s obligations under this Agreement;
 
(g)           the Servicer shall fail to meet the servicer eligibility qualifications of Fannie Mae or the Servicer shall fail to meet the servicer eligibility qualifications of Freddie Mac;
 
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Owner, by notice in writing to the Servicer, may, in addition to whatever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Servicer under this Agreement and with respect to the Mortgage Loans and the proceeds thereof.  Upon receipt by the Servicer of such written notice from the Owner stating that it intends to terminate the Servicer as a result of such Event of Default, all authority and power of the Servicer under this Agreement, including any compensation due the Servicer under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02.  Upon written request from the Owner, the Servicer shall prepare, execute and deliver to a successor 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 to the successor at the Servicer’s sole expense.  The Servicer agrees to cooperate with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans and the payment of all costs relating to the transfer of servicing.
 
Subsection 13.02    Waiver of Default.
 
The Owner may waive any default by the Servicer in the performance of its obligations hereunder and its consequences.  Upon any waiver of a past default, such default shall cease to
 
 
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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 thereto except to the extent expressly so waived.
 
SECTION 14.  Termination.
 
Subsection 14.01    Termination.
 
The obligations and responsibilities of the Servicer, as servicer, shall terminate upon (a) the distribution to the Owner of the final payment or liquidation with respect to the last Mortgage Loan, (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder, (c) notice given by the Owner pursuant to Section 14.03, or (d) notice given by the Servicer pursuant to Section 12.04.  Upon written request from the Owner in connection with any such termination, the Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Owner’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Owner’s sole expense.  The Servicer agrees to cooperate with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder as servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
 
Subsection 14.02    Successors to the Servicer.
 
Prior to the termination of the Servicer’s responsibilities and duties under this Agreement pursuant to Subsections 12.04, 13.01 or 14.01, the Owner shall, (a) succeed to and assume all of the Servicer’s responsibilities, rights, duties and obligations under this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement upon such termination.  In connection with such appointment and assumption, the Owner 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 Servicer’s duties, responsibilities and liabilities under this Agreement shall be terminated pursuant to the aforementioned Subsections, the Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor.  The resignation or removal of the Servicer pursuant to the aforementioned Subsections shall not become effective until the earlier of one hundred eighty (180) days following the termination or the date a successor shall be appointed pursuant to this Subsection and shall in no event relieve the Servicer of the representations and warranties made pursuant to Section 7 and any remedies available to the Owner under Section 12.01 or otherwise, it being understood and agreed that the provisions of
 
 
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such Section 7 and Section 12.01 shall be applicable to the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.
 
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement.  Any termination or resignation of the Servicer or this Agreement pursuant to Subsections 12.04, 13.01 or 14.01 shall not affect any claims that the Owner may have against the Servicer based upon facts and circumstances arising prior to any such termination or resignation.
 
The Servicer shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Servicer 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 Servicer.
 
Upon a successor’s acceptance of appointment as such, the Owner shall notify by mail the Servicer of such appointment.
 
Subsection 14.03          Termination by Owner.
 
 
The Servicer shall not be entitled to any compensation related to any termination of its rights and obligations under this Agreement in connection with an Event of Default.  The Owner may terminate this Agreement without cause and transfer servicing to a successor Servicer by delivering to the Servicer written notice of such termination no fewer than sixty (60) days prior to the effective date of termination.  If the Servicer’s rights and obligations under this Agreement are terminated without cause, the Owner shall reimburse the Servicer for its applicable portion of  all accrued and unpaid Servicing Fees for one hundred twenty (120) days following the notice of transfer of the Mortgage Loans and outstanding Servicing Advances associated with the Mortgage Loans.  Upon written request from the Owner in connection with any such termination, the Servicer shall prepare, execute and deliver, any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, and including the delivery to or at the direction of the Owner, all contents of the Mortgage Files in the possession of the Servicer, at the Owner’s sole expense.  The Servicer agrees to cooperate with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder as servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

 
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SECTION 15.  Notices.
 
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:
 
(a)           if to the Owner:
 
Redwood Residential Acquisition Corporation
One Belvedere Place, Suite 360
Mill Valley, CA 94941
Attention:  Loss Mitigation
Phone:  (415) 380-3445
Facsimile:  (415) 381-1773
 
With a copy to the General Counsel at the same address
 
(b)           if to the Servicer:
 
Cenlar FSB
425 Phillips Boulevard
Ewing, NJ 08618
Phone:  (609) 883-3900
Facsimile:  (609) 538-4006

With a copy address to Corporate Counsel at the same address
 
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).
 
SECTION 16.  Severability Clause.
 
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.  Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.  If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit
 
 
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intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.
 
 
SECTION 17.  No Partnership.
 
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for the Owner.
 
 
SECTION 18.  Counterparts.
 
This Agreement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
 
 
SECTION 19.  Governing Law; Choice of Forum; Waiver of Jury Trial.
 
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE 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 THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER JURISDICTION.
 
EACH PARTY HERETO KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF IN ANY WAY RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
 
With respect to any claim or action arising hereunder, the parties (a) irrevocably submit to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, New York, and appellate courts from any thereof, and (b) irrevocably waive any objection which such party may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and irrevocably waive any claim that any such suit action or proceeding brought in any such court has been brought in an inconvenient forum.

 
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SECTION 20.  Reserved.
 
 
SECTION 21.  Waivers.
 
No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 
SECTION 22.  Exhibits.
 
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
 
 
SECTION 23.  General Interpretive Principles.
 
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
 
(a)           the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
 
(b)           accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;
 
(c)           references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
 
(d)           the headings of the various articles, sections, subsections and paragraphs of this Agreement and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof;
 
(e)           reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
 
(f)           the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
 
(g)           the term “include” or “including” shall mean without limitation by reason of enumeration.
 
 
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SECTION 24.  Reproduction of Documents.
 
This Agreement and all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
 
 
SECTION 25.  Amendment.
 
This Agreement may be amended from time to time by the Owner and the Servicer by written agreement signed by the parties hereto.
 
 
SECTION 26.  Confidentiality.
 
Each of the Owner and the Servicer 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 which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) 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) that is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a Securitization Transaction of the Mortgage Loans by the Owner (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.
 
 
SECTION 27.  Entire Agreement.
 
This Agreement constitutes the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written agreements between them shall be deemed to have merged herewith.
 
 
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SECTION 28.  Further Agreements.
 
The Servicer and the Owner each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
 
 
SECTION 29.  Successors and Assigns.
 
This Agreement shall bind and inure to the benefit of and be enforceable by the initial Owner and the Servicer, and the respective successors and assigns of the Owner and the Servicer.  The initial Owner and any subsequent purchasers may assign this Agreement to any Person to whom any Mortgage Loan is transferred pursuant to a sale or financing upon prior written notice to the Servicer in accordance with the following paragraph; provided, however, that except in connection with Securitization Transactions, as to which no such quantitative limitation shall apply, the Servicer shall not be required to service the Mortgage Loans for more than three (3) Persons for assignees of Redwood Residential Acquisition Corporation or its respective Affiliates at any time and shall not recognize any assignment of this Agreement to the extent that following such assignment more than such number of Persons would be purchasers hereunder.  As used herein, the trust formed in connection with a Securitization Transaction shall be deemed to constitute a single “Person.”  Upon any such assignment and written notice thereof to the Servicer, the Person to whom such assignment is made shall succeed to all rights and obligations of the Owner under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Mortgage Loans, shall be deemed to be a separate and distinct agreement between the Servicer and such purchaser, and a separate and distinct agreement between the Servicer and each other purchaser to the extent of the other related Mortgage Loan or Mortgage Loans.
 
At least five (5) Business Days prior to the end of the month preceding the date upon which the first remittance is to be made to an assignee of the Owner, the Owner shall provide to the Servicer written notice of any assignment setting forth:  (a) the Servicer’s applicable Mortgage Loan identifying number for each of the Mortgage Loans affected by such assignment; (b) the aggregate scheduled transfer balance of such Mortgage Loans; and (c) the full name, address and wiring instructions of the assignee and the name and telephone number of an individual representative for such assignee, to whom the Servicer should:  (i) send remittances; (ii) send any notices required by or provided for in this Agreement; and (iii) deliver any legal documents relating to the Mortgage Loans (including, but not limited to, contents of any Mortgage File obtained after the effective date of any assignment).
 
If the Owner has not provided the notice of assignment required by this Section 29, the Servicer shall not be required to treat any other Person as a “Owner” hereunder and may continue to treat the Owner which purports to assign the Agreement as the “Owner” for all purposes of this Agreement.
 
 
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SECTION 30.  Non-Solicitation.
 
From and after the related Closing Date, the Servicer and any of its Affiliates will not take any action or permit or cause any action to be taken by any of its agents or Affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Owner, other than in connection with a loss mitigation action.  It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) are solely the property of the Owner and none of the Servicer or any of its Affiliates shall take any action to undermine these rights and benefits.
 
Notwithstanding the foregoing, it is understood and agreed that the Servicer or any of its Affiliates:
 
(a)           may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Servicer and any of their Affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges;
 
(b)           may provide pay-off information and otherwise cooperate with individual mortgagors who contact it about prepaying their mortgages by advising them of refinancing terms and streamlined origination arrangements that are available; and
 
(c)           may offer to refinance a Mortgage Loan made within thirty (30) days following receipt by it  of a pay-off request from the related Mortgagor.
 
Promotions undertaken by the Servicer or by any Affiliate of the Servicer that are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.
 
 
SECTION 31.  Protection of Consumer Information.
 
Each party agrees that it (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information, (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the
 
 
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privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Owner or the Servicer, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access and (v) shall immediately notify the other party of any actual or suspected breach of the confidentiality of Consumer Information.
 
 
SECTION 32.  Cooperation of the Servicer With a Reconstitution; Regulation AB Compliance.
 
(a)           The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may effect either:
 
(1)           one or more Whole Loan Transfers; and
 
(2)           one or more Securitization Transactions;
 
provided, however, that except in connection with Securitization Transactions, no more than three (3) Persons shall be assignees of the Owner’s interest in this Agreement with respect to a given Mortgage Loan Package.
 
(b)           The Servicer shall reasonably cooperate with the Owner in connection with any Whole Loan Transfer or Securitization Transaction contemplated by the Owner pursuant to this Section.  In connection therewith, the Owner shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer or Securitization Transaction to the Servicer at least fifteen (15) days prior to such transfer and the Servicer shall execute any Reconstitution Agreement that contains servicing provisions substantially similar to those herein or otherwise reasonably acceptable to the Owner and the Servicer and that restates the representations and warranties contained in Section 7 as of the Reconstitution Date.  In connection with any Securitization Transaction, the Servicer shall not, and shall cause its Affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction.  Any prospective assignees of the Owner who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer or Securitization Transaction may review the Servicer’s servicing operations, upon reasonable prior notice to the Servicer, and the Servicer shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort.  Subject to any applicable laws, the Servicer shall make the Mortgage Files related to the Mortgage Loans held by the Servicer available at the Servicer’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Servicer (in no event fewer than five (5) Business Days’ prior notice).  The Servicer may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Servicer’s premises.  The Owner hereby agrees to reimburse the Servicer for reasonable “out-of-pocket” expenses incurred by the Servicer that relate to such Whole Loan Transfer or Securitization Transaction including without limitation reimbursement
 
 
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for attorneys’ fees and disbursements and the amount which reasonably reflects time and effort expended by the Servicer in connection therewith.
 
(c)           In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Servicer and the Owner agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.
 
(d)           In connection with any Securitization, the Servicer shall execute and deliver an Assignment, Assumption and Recognition Agreement substantially in the form of Addendum II.
 
(e)           All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.  It is understood and agreed by the Owner and the Servicer that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Owner.
 
[SIGNATURES ON FOLLOWING PAGE]
 
 
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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.
 
 
REDWOOD RESIDENTIAL ACQUISITION
 
CORPORATION,
   
 
as Owner
   
 
By:
/s/ John Isbrandtsen
 
Name:
John Isbrandtsen
 
Title:
Authorized Officer
 
 
CENLAR FSB,
 
as Servicer
   
 
By:
/s/ Gregory S. Tornquist
 
Name:
Gregory S. Tornquist
 
Title:
President/CEO
 
[Flow Mortgage Loan Servicing Agreement, dated August 1, 2011]
 
 
 

 
 
EXHIBIT 1
 
FORM OF SERVICER ACKNOWLEDGEMENT

Pursuant to that certain Flow Mortgage Loan Servicing Agreement, dated as of [  ], 20[__] (the “Agreement”) between Redwood Residential Acquisition Corporation (“Owner”) and Cenlar FSB (“Servicer”), the Owner hereby engages the Servicer to service the mortgage loans identified on the mortgage loan schedule attached hereto as Schedule 1 (the “Mortgage Loans”).  Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Agreement.

Servicer hereby agrees to service the Mortgage Loans as of the Transfer Date and assumes all responsibilities to service the Mortgage Loans in accordance with the Agreement for and Addendum A to, and for the fees set forth on, the pricing proposal dated August 1, 2011.

Each of Owner and Servicer represents and warrants that its respective representations and warranties made in the Agreement are true and correct as of the Closing Date or such other date as is specified in the Agreement.

As set forth in the Agreement, the following terms shall have the respective meanings set forth below with respect to the Mortgage Loan Package referenced hereby.

1.           Closing Date. The Closing Date is [___ __ __], 20__.
2.           Cut-off Date.  The Cut-off Date is [_____ __], 20__.
3.           Transfer Date:  [_______], 20__.
4.           Number of Mortgage Loans. [___] Mortgage Loans.
5.           Stated Principal Balance as of Cut-off Date. $[__________].

This Servicer Acknowledgement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Owner and Servicer have executed this Servicer Acknowledgement as of the day and year first written above.

REDWOOD RESIDENTIAL
ACQUISITION CORPORATION
as Owner
 
CENLAR FSB
as Servicer
       
By:
   
By:
 
         
Name:
   
Name:
 
         
Its:
   
Its:
 
 
 
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EXHIBIT 2
FORM OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN

Under federal law, borrowers are required to be notified in writing whenever ownership of a mortgage loan secured by their principal dwelling is sold, transferred or assigned (collectively, “sold”) to a new creditor.  This Notice is to inform you that your prior creditor has sold your loan (described below) to us, the new creditor identified below.

**Please note that while we now own your loan, we are not the servicer of your loan.  The servicer (identified below) acts on our behalf to handle the ongoing administration of your loan, including the collection of mortgage payments.  Please continue to send your mortgage payments as directed by the servicer, and NOT to us.  Also, should you have any questions regarding your loan, please contact the servicer using the contact information set forth below.  The servicer is authorized to handle routine inquiries and requests regarding your loan and, if necessary, to consult with us regarding your request and communicate to you our decision with respect to such request. **

Please note that the sale of your loan to us may also result in a change of servicer.  If this occurs, you will receive a separate notice, required under federal law, providing information regarding the new servicer.
 
LOAN INFORMATION
 
Date of Loan:
Original Amount of Loan:
Date Your Loan was Sold to the New Creditor:
Address of Mortgaged Property:
 
 
SERVICER INFORMATION
 
Name:
Mailing Address:
Telephone Number (Toll free):
 
NEW CREDITOR INFORMATION
 
Name:
Mailing Address:  (not for payments):
Telephone Number (Toll free):
 
AGENT INFORMATION (If we have granted an agent other than the servicer authority to act on our behalf, contact information for such agent will appear below):
 
Name:
Mailing Address:
Telephone Number (Toll free):
 
 
The transfer of the lien associated with your loan is currently recorded, or in the future may be recorded, in the public records of the local County Recorder’s office for the county where your property is located.  If checked ¨, ownership of your loan is also recorded on the registry of the Mortgage Electronic Registrations System at 1818 Library Street, Suite 300, Reston, VA 20190.

 
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[Confirm if applicable]  Your loan has been securitized and we own legal title to your loan acting as trustee of the related securitization trust (the “Trust”) for the benefit of the holders (the “Holders”) of the mortgage-backed securities issued by the Trust.  Our rights and obligations, as trustee, are defined in one or more contracts among us, the Holders and certain other parties.  As a result, our authority to respond favorably to your requests or inquiries may be limited by the terms of such contracts.
 
 
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EXHIBIT 3

[TRANSFER INSTRUCTIONS]
 
 
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ADDENDUM I
 
REGULATION AB COMPLIANCE ADDENDUM
 
TO FLOW MORTGAGE LOAN SERVICING AGREEMENT
 
(Servicing-only)
 
SECTION 1.  DEFINED TERMS
 
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.  The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:
 
Commission:  The United States Securities and Exchange Commission.
 
Company:  CENLAR FSB, and its successors.
 
Company Information:  As defined in Section 2.07(a).
 
Depositor:  The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
 
Exchange Act:  The Securities Exchange Act of 1934, as amended.
 
Master Servicer:  With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.
 
Reconstitution Agreement:  The agreement or agreements entered into by the Company and the Owner and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.
 
Regulation AB:  Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
 
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Securities Act:  The Securities Act of 1933, as amended.
 
Securitization Transaction:  Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Owner to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.
 
Servicer:  As defined in Section 2.03(c).
 
Servicing Criteria:  The “servicing criteria” set forth in Item 1122(d) of Regulation AB for which the Company is responsible in its capacity as Servicer as identified on Exhibit B hereto, provided that such Exhibit B may be amended from time to time to reflect changes in Regulation AB.
 
Sponsor:  With respect to any Securitization Transaction, the Person identified in writing to the Company by the Owner as sponsor for such Securitization Transaction.
 
Static Pool Information:  Static pool information as described in Item 1l05(a)(l)-(3) and 1105(c) of Regulation AB.
 
Subcontractor:  Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company or a Subservicer, provided that this term shall not include the Owner, an Affiliate of the Owner or originators of Mortgage Loans acquired by the Company from the Owner or an Affiliate of the Owner.
 
Subservicer:  Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions identified in Item 1122(d) of Regulation AB that are required to be performed by the Company under this Agreement or any Reconstitution Agreement, provided that this term shall not include the Owner, an Affiliate of the Owner or originators of Mortgage Loans acquired by the Company from the Owner or an Affiliate of the Owner.
 
Whole Loan Transfer:  Any sale or transfer of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.
 
 
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SECTION 2.  COMPLIANCE WITH REGULATION AB

Subsection 2.01.  Intent of the Parties; Reasonableness.
 
The Owner and the Company acknowledge and agree that the purpose of this Regulation AB Addendum is to facilitate compliance by the Owner and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Owner prior to the date hereof.  Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered offerings.  References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings.  The Owner and the Company also acknowledge and agree that amendments to Regulation AB may become effective during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments.
 
Neither the Owner nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Owner, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with any Securitization Transaction, the Company shall cooperate fully with the Owner and any Master Servicer to deliver to the Owner (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Owner or any Depositor to permit the Owner, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer, and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Owner, the Master Servicer or any Depositor to be necessary in order to effect such compliance.
 
The Owner and the Company also acknowledge and agree that Section 2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05 and Section 2.06 of this Regulation AB Addendum shall only be applicable with respect to any Mortgage Loan if the Company (or Subservicer, if any) services such Mortgage Loan for a period following the closing date of a related Securitization Transaction.
 
 
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For purposes of this Regulation AB Addendum, the term “Owner” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and assigns.  In addition, any notice or request that must be “in writing”  or “written” may be made by electronic mail.
 
The Owner (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions.
 
Subsection 2.02  Additional Representations and Warranties of the Company.

(a)           The Company shall be deemed to represent to the Owner, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Owner, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to the Owner, such Master Servicer or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event with respect to the Company has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the Servicing Criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that are reasonably expected to have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Company or any Subservicer with respect to any Securitization Transaction and any party thereto identified in writing to the Company by the related Depositor of a type described in Item 1119 of Regulation AB.
 
(b)           If so requested in writing by the Owner, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Owner, any Master Servicer or any Depositor under Section 2.03, the Company shall use its best efforts to confirm in writing within five (5) Business Days, but in no event later than ten (10) Business Days, following such request the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide within five (5) Business Days, but in no event later than ten (10) Business Days, reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
 
Subsection 2.03  Information to Be Provided by the Company.
 
In connection with any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later than ten (10) Business Days, following written request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as
 
 
I-4

 
 
applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section.
 
(a)           [Reserved].
 
(b)           If so requested in writing by the Owner or any Depositor, the Company shall provide Static Pool Information solely with respect to securitized pools of mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Owner as provided below) that were included in securitizations that closed during the five (5) years preceding the closing date of the related Securitization Transaction.  Such Static Pool Information shall be prepared by the Company on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(3) of Regulation AB.  To the extent that there is reasonably available to the Company  Static Pool Information with respect to more than one mortgage loan type, the Owner or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph.  The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Owner or any Depositor.  Such Static Pool Information for each prior securitized pool shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in such prior securitized pool.  The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference.  The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Owner or the Depositor, as applicable.
 
Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph) during the applicable offering period for the securities, the Company shall provide corrected Static Pool Information to the Owner or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Company.
 
If so requested in writing by the Owner or any Depositor, the Company shall provide, at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Regulation AB Addendum), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Owner or Depositor, as applicable, pertaining to Static Pool Information relating to securitizations closed on or after January 1, 2006, as the Owner or such Depositor shall reasonably request.  Such statements and letters shall be addressed to and be for the benefit of such parties as the Owner or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
 
 
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agent or initial purchaser with respect to a Securitization Transaction.  Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Owner or such Depositor.
 
(c)           If so requested in writing by the Owner or any Depositor, the Company shall provide such information regarding the Company, as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer, for purposes of this paragraph, a “Servicer”), as is requested for the purpose of compliance with Item 1108, 1117 and 1119 of Regulation AB.  Such information shall include, at a minimum:
 
(A)           the Servicer’s form of organization;
 
(B)           a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures for, the servicing function it will perform under the Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation:
 
(1)           whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing by the Servicer during the three-year period immediately preceding the related Securitization Transaction;
 
(2)           the extent of outsourcing the Servicer utilizes;
 
(3)           whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction;
 
(4)           whether the Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and
 
(5)           such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;
 
(C)           a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Servicer’s policies or procedures with respect to the servicing function it will perform under the Agreement and any Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans;
 
 
I-6

 
 
(D)           information regarding the Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicer could have a material adverse effect on the performance by the Company of its servicing obligations under the Agreement or any Reconstitution Agreement;
 
(E)           information regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Servicer to the effect that the Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance;
 
(F)           a description of the Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans;
 
(G)           a description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; and
 
(H)           information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience.
 
(I)           a description of any legal or governmental proceedings pending (or known to be contemplated) against the Servicer that would be material to securityholders; and
 
(J)           a description of any affiliation or relationship between the Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Owner or any Depositor in writing in advance of a Securitization Transaction.
 
(1)           the sponsor;
 
(2)           the depositor;
 
(3)           the issuing entity;
 
(4)           any servicer;
 
(5)           any trustee;
 
(6)           any originator;
 
(7)           any significant obligor;
 
(8)           any enhancement or support provider; and
 
(9)           any other material transaction party.
 
(d)           For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, for so long as the Depositor is required to file reports under the Exchange Act with respect to a Securitization Transaction, the Company shall
 
 
I-7

 

(or shall cause each Subservicer to) (i) provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings pending against the Company or any Subservicer that would be material to securityholders and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, but only to the extent that such affiliations or relationships do not include the Owner, Depositor or any of their respective Affiliates as a party, (C) any Event of Default of which it is aware or has received notice under the terms of the Agreement or any Reconstitution Agreement, (D) any merger or consolidation where the Company is not the surviving entity or sale of substantially all of the assets of the Company, and (E) the Company’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company’s obligations under the Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.
 
(e)           As a condition to the succession to the Company or any Subservicer as servicer or subservicer under the Agreement or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested in writing by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
 
(f)           In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of the Agreement, not later than ten (10) days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data and materials related thereto and reasonably available to it as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):
 
(i)           any modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB) that would be material to the securityholders;
 
(ii)           breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB) that would be material to the securityholders; and
 
 
I-8

 
 
(iii)           information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as additions, substitutions or repurchases), and any changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB) that would be material to the securityholders.
 
(g)           The Company shall provide to the Owner, any Master Servicer and any Depositor, upon written request, evidence of the authorization of the person signing any certification or statement, copies of Fidelity Bond Insurance and Errors and Omissions Insurance policy evidence, publicly available financial information and reports, and, to the extent material to securityholders, such other information related to the Company or any Subservicer of the Company’s or such Subservicer’s performance hereunder.
 
Subsection 2.04  Servicer Compliance Statement.
 
On or before March 5th of each calendar year when the Depositor is required to file reports under the Exchange Act with respect to the related Securitization Transaction, commencing in 2012, the Company shall deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, a statement of compliance addressed to such parties and signed by an authorized officer of the Company, to the effect that (i) a review of the Company’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.
 
Subsection 2.05  Report on Assessment of Compliance and Attestation.
 
(a)           On or before March 5th of each calendar year when the Depositor is required to file reports under the Exchange Act with respect to the related Securitization Transaction, commencing in 2012, the Company shall:
 
(i)           deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, a report (in form and substance reasonably satisfactory to such parties) regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to such parties and signed by an authorized officer of the Company, and shall address each of the “Applicable Servicing Criteria” specified on Exhibit B hereto;
 
 
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(ii)           deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, a report of a registered public accounting firm reasonably acceptable to such parties that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
 
(iii)           cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section; and
 
(iv)           deliver, and cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver, to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A.
 
The Company acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  Neither the Owner nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.
 
(b)           Each assessment of compliance provided by a Subservicer pursuant to Section 2.05(a)(iii) shall address each of the Servicing Criteria specified on substantially Exhibit B hereto or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor pursuant to Section 2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2.06.
 
Subsecton 2.06  Use of Subservicers and Subcontractors.
 
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section.  The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill
 
 
I-10

 
 
any of the obligations of the Company as servicer under the Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section.
 
(a)           It shall not be necessary for the Company to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subservicer.  The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section and with Sections 2.02, 2.03(c), (e), (f) and (g), 2.04, 2.05 and 2.07 of this Regulation AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2.03(d) of this Regulation AB Addendum.  The Company shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2.05 as and when required to be delivered.
 
(b)           It shall not be necessary for the Company to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization of any Subcontractor.  The Company shall promptly upon written request provide to the Owner and any Master Servicer, or any Depositor (or any designee of the Depositor, such as an administrator) if a Master Servicer has not been identified for the related Securitization Transaction, a written description (in form and substance reasonably satisfactory to such parties) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
 
(c)           As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Regulation AB Addendum to the same extent as if such Subcontractor were the Company.  The Company shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.
 
Subsection 2.07  Indemnification; Remedies.
 
The Company shall indemnify the Owner, each Affiliate of the Owner, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
 
 
I-11

 
 
Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and Affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
 
(a)           (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic format under this Regulation AB Addendum by or on behalf of the Company, or provided under this Regulation AB Addendum by or on behalf of any Subservicer or Subcontractor (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
 
(b)           any breach by the Company of its obligations under this Regulation AB Addendum, including particularly any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Regulation AB Addendum, including any failure by the Company to identify pursuant to Section 2.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;
 
(c)           any breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, or
 
(d)           the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Regulation AB Addendum.
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.
 
 
I-12

 
 
In the case of any failure of performance described in clause (a)(ii) of this Section, the Company shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer or any Subcontractor.
 
(e)           This indemnification shall survive the termination of the Agreement or the termination of any party to the Agreement.
 
(i)           Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Regulation AB Addendum, or any breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Company under the Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in the Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company (and, if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of the Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.
 
(ii)           Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 2.04 or 2.05, including (except as provided below) any failure by the Company to identify pursuant to Section 2.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Company under the Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the
 
 
I-13

 
 
contrary) of any compensation to the Company; provided that to the extent that any provision of the Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.
 
Neither the Owner nor any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to this subparagraph (b)(ii) if a failure of the Company to identify a Subcontractor “participating in the servicing function” within the meaning of Items 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.
 
(f)           The Company shall promptly reimburse the Owner (or any designee of the Owner), any Master Servicer and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer.  The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of the Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
 
Subsection 2.08  Third-party Beneficiary.
 
For purposes of this Regulation AB Addendum and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of the Agreement, entitled to all the rights and benefits hereof as if it were a direct party to the Agreement.
 
 
I-14

 

EXHIBIT A
 
FORM OF ANNUAL CERTIFICATION
 
Re:         The [     ] agreement dated as of [              ], 20[  ] (the “Agreement”), among
[IDENTIFY PARTIES]
 
I, ________________________________, the _____________________ of [ ] certify to [the Owner], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:
 
(1)           I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB and identified as the responsibility of the Company on Exhibit B to the Regulation AB Compliance Addendum to the Agreement (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 20[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);
 
(2)           Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
 
(3)           Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
 
(4)           I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and
 
(5)           The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer].  Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
 
 
I-A-1

 
 
Date:
 
 
By:
 
   
 
Name:
 
Title:
 
 
I-2

 
 
EXHIBIT B
 
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”;
 
Servicing Criteria
Applicable
Servicing
Criteria
Reference
Criteria
 
 
General Servicing Considerations
 
 
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
x
1122(d)(1)(i)
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
x
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
 
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
x
 
Cash Collection and Administration
 
1122(d)(2)(i)
Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
x
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
x
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
x
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
x
 
 
I-B-1

 

  Servicing Criteria
Applicable
Servicing
Criteria
 
Reference
Criteria
   
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
x
 
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
   
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
x
 
 
Investor Remittances and Reporting
   
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.   Specifically, such reports (A) are prepared in accordance with timeframes and other terms  set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
x
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
x
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
x
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
x
 
 
I-2

 

  Servicing Criteria
Applicable
Servicing
Criteria
Reference
Criteria
 
 
Pool Asset Administration
 
1122(d)(4)(i)
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
x
1122(d)(4)(ii)
Mortgage loan and related documents are safeguarded as required by the transaction agreements
x
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
x
1122(d)(4)(iv)
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
x
1122(d)(4)(v)
The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
x
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
x
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
x
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
x
 
 
I-3

 

Servicing Criteria
Applicable
Servicing
Criteria
Reference
Criteria
 
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
x
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the Mortgage Loans, or such other number of days specified in the transaction agreements.
x
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
x
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
x
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
x
1122(d)(4)(xiv)
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
x
1122(d)(4)(xv)
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
 
 
 
I-4

 
 
[NAME OF SUBSERVICER] 
 
Date:
 
 
By:
 
   
 
Name:
 
Title:
 
 
I-5

 
 
[__] – RRAC TO TRUSTEE
 
ADDENDUM II
 
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

For

Flow Mortgage Loan Servicing Agreement

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of [ ] (the “Assignment”), is entered into among Redwood Residential Acquisition Corporation (the “Assignor”), Sequoia Residential Funding, Inc. (the “Depositor”), [SERVICER NAME], as the servicer (the “Servicer”), and [ ] as trustee (in such capacity, the “Trustee” and as referred to herein, the “Assignee”) under a Pooling and Servicing Agreement dated as of [ ] (the “Pooling and Servicing Agreement”), among the Assignor, the Depositor and the Assignee.
 
RECITALS

WHEREAS, the Assignor and the Servicer have entered into a certain Flow Mortgage Loan Servicing Agreement, dated as of [ ] (the “Flow Servicing Agreement”), and the Servicer is currently servicing certain mortgage loans (the “Mortgage Loans”) under the Flow Servicing Agreement; and
 
WHEREAS, the Assignor will sell the Mortgage Loans (the “Specified Mortgage Loans”) that are listed on the mortgage loan schedule attached as Exhibit I hereto (the “Specified Mortgage Loan Schedule”) and its rights under the Flow Servicing Agreement with respect to the Specified Mortgage Loans to the Depositor; and
 
WHEREAS, the Depositor will sell to the Assignee all of its right, title and interest in the Specified Mortgage Loans and its rights under the Flow Servicing Agreement with respect to the Specified Mortgage Loans; and
 
WHEREAS, the parties hereto have agreed that the Specified Mortgage Loans shall be subject to the terms of this Assignment.
 
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)           Effective on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations.
 
 
II-1

 

(b)           Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Assignee hereby accepts such assignment from the Depositor.
 
(c)           Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans.
 
2.
Recognition of the Assignee.
 
From and after the date hereof, subject to Section 3 below, the Servicer shall recognize the Assignee as the holder of the rights and benefits of the Owner with respect to the Specified Mortgage Loans and the Servicer will service the Specified Mortgage Loans for the Assignee as if the Assignee and the Servicer had entered into a separate servicing agreement for the servicing of the Specified Mortgage Loans in the form of the Flow Servicing Agreement (as amended hereby) with the Assignee as the Owner thereunder, the terms of which Flow Servicing Agreement are incorporated herein by reference and amended hereby.  It is the intention of the parties hereto that this Assignment will be a separate and distinct agreement, and the entire agreement, between the parties hereto to the extent of the Specified Mortgage Loans and shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.
 
3.
Continuing Rights and Responsibilities.
 
(a)  The parties hereto agree and acknowledge that [                 ], an Affiliate of the Depositor, in its capacity as the initial Controlling Holder pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will assume all of Assignee’s rights and all related responsibilities as Owner under the sections of the  Flow Servicing Agreement listed below:
 
 
Flow Servicing Agreement:
 
Section
 
Matter
     
11.01, 5th, 7th and 8th ¶’s
 
Servicer to Act as Servicer; Subservicing.

11.13, 4th and 5th ¶’s
 
Title, Management and Disposition of REO Property.
     
11.20
 
Servicer Shall Provide Access and Information as Reasonably Required.
 
 
II-2

 
 
(b)           Notwithstanding Sections 1 and 2 above, Assignor reserves its rights under, and does not assign to Assignee or Depositor, the ongoing rights to take action and the responsibilities of the Owner under the Sections of the Flow Sale and Servicing Agreement listed below:
 
 
Flow Sale and Servicing Agreement:
 
Section
 
Matter
     
Addendum I
 
Regulation AB Compliance Addendum
 
(c)           In addition, the Servicer agrees to furnish to the Assignor as well the Master Servicer copies of reports, notices, statements and other communications required to be delivered by the Servicer pursuant to any of the sections of the Flow Servicing Agreement referred to above and under the following sections, at the times therein specified:
 
 
Flow Servicing Agreement:
 
Section
   
     
11.09
 
Transfer of Accounts.
     
11.16
 
Statements to the Owner.
     
Subsection 2.04 of Addendum I
 
Servicer Compliance Statement.
     
Subsection 2.05 of Addendum I
 
Report on Assessment of Compliance and Attestation.
 
(d)           If any Affiliate of the Depositor is no longer the Controlling Holder under the Pooling and Servicing Agreement, then all rights and responsibilities assumed by the Controlling Holder pursuant to Section 3(a) shall terminate and revert to Assignee; provided, however, that the rights and responsibilities assumed by the Controlling Holder under the 5th paragraph of Section 11.01 of the Flow Sale and Servicing Agreement shall terminate in their entirety as to the Specified Mortgage Loans.  Assignor will provide thirty (30) days notice to the Servicer of any such termination.
 
4.
Amendment to the Flow Servicing Agreement.
 
The Flow Servicing Agreement are hereby amended as set forth in Appendix A hereto with respect to the Specified Mortgage Loans.
 
5.
Representations and Warranties.
 
(a) Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.
 
 
II-3

 
 
(b) Each of the parties hereto represents and warrants that this Assignment 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 against it 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).
 
 
II-4

 

6.
Continuing Effect.
 
Except as contemplated hereby, the Flow Servicing Agreement shall remain in full force and effect in accordance with their terms.  This Assignment constitutes a Reconstitution Agreement as contemplated in Section 32 of the Flow Servicing Agreement and the Reconstitution Date shall be the date hereof with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.
 
7.
Governing Law.
 
This Assignment and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New York.
 
8.
Notices.
 
Any notices or other communications permitted or required under the Flow Servicing Agreement to be made to the Assignor and Assignee shall be made in accordance with the terms of the Flow Servicing Agreement and shall be sent to the Assignor and Assignee as follows:
 
Assignor:  Redwood Residential Acquisition Corporation
One Belvedere Place, Suite 360
Mill Valley, CA  94941

Assignee:  [ ]
 
or to such other address as may hereafter be furnished by the Assignor or Assignee to the other parties in accordance with the provisions of the Flow Servicing Agreement.
 
9.
Counterparts.
 
This Assignment 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.
 
10.
Definitions.
 
Any capitalized term used but not defined in this Assignment has the same meaning as in the Flow Servicing Agreement.
 
 
II-5

 
 
11.
[Master Servicer.
 
The Servicer hereby acknowledges that the Assignee has appointed Wells Fargo Bank, N. A. (the “Master Servicer”) to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee.  The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Owner under the Flow Servicing Agreement to enforce the obligations of the Servicer thereunder.  Any notices or other communications permitted or required under the Flow Servicing Agreement to be made to the Assignee shall be made in accordance with the terms of the Flow Servicing Agreement and shall be sent to the Master Servicer at the following address:
 
Wells Fargo Bank, N. A.
P.O. Box 98
Columbia, Maryland 21046
(or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland  21045)
Attention: Sequoia Mortgage Trust [ ]
 
or to such other address as may hereafter be furnished by the Master Servicer to Servicer.  Any such notices or other communications permitted or required under the Flow Servicing Agreement may be delivered in electronic format unless manual signature is required in which case a hard copy of such report or communication shall be required.
 
The Servicer further acknowledges that the Assignor has engaged the Master Servicer to provide certain default administration and that the Master Servicer, acting as agent of the Assignor, may exercise any of the rights of the Owner retained by the Assignor in Section 3 above.
 
The Servicer shall make all distributions under the Flow Servicing Agreement, as they relate to the Specified Mortgage Loans, to the Master Servicer by wire transfer of immediately funds to:
 
[__]
 
 
II-6

 
 
12.           Successors and Assigns.
 
Upon a transfer of the Specified Mortgage Loans by the Assignee (other than in respect of repurchases by a seller pursuant to the related purchase agreement) to a buyer (“buyer”), such transfer shall constitute a Reconstitution subject to the terms of Section 32 of the Flow Servicing Agreement.  Upon the closing of such transfer, the rights and obligations of Owner held by the Assignor pursuant to this Assignment shall automatically terminate and the buyer shall be deemed to possess all of the rights and obligations of Owner under the Flow Servicing Agreement, provided, however, that the Assignor shall remain liable for any obligations as Owner arising from or attributable to the period from the date hereof to the closing date of such transfer.
 
[remainder of page intentionally left blank]
 
 
II-7

 
 
IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.
 
 
ASSIGNOR:
 
REDWOOD RESIDENTIAL ACQUISITION CORPORATION
   
 
By:
 
 
Name:
 
 
Title:
 
 
 
DEPOSITOR:
 
SEQUOIA RESIDENTIAL FUNDING, INC.
   
 
By:
 
 
Name:
 
 
Title:
 
 
 
ASSIGNEE:
 
[ ]
     
  By:
 
  Name:
 
  Title:
 
 
 
SERVICER:
 
[ ]
     
  By:
 
  Name:
 
  Title:
 

 
II-8

 
 
Accepted and agreed to by:
 
MASTER SERVICER:
WELLS FARGO BANK, N.A.
 
By:
 
Name:
 
Title:
 
 
 
II-9

 

EXHIBIT I
 
 
II-1

 

APPENDIX A
 
MODIFICATIONS TO THE FLOW SALE AND SERVICING AGREEMENT
 
1.           The definition of “Business Day” in Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:
 
Business Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, the State of California, or the State of Maryland or the State of Minnesota, or (iii) a day on which banks in the State of New York, the State of California, or the State of Maryland or the State of Minnesota are authorized or obligated by law or executive order to be closed.”
 
 
2.
The definition of “Closing Date” is hereby revised to read as follows:
 
Closing Date:  [__], except with respect to the first paragraph of Section 3 and the Servicer Acknowledgement(s).”
 
3.           The definition of “Cut-off Date” is hereby revised to read as follows:
 
Cut-off Date:  [__], except with respect to the first paragraph of Section 3 and the Servicer Acknowledgement(s).”
 
 
4.
The definition of “First Remittance Date” is hereby revised to read as follows:
 
 
First Remittance Date:  [__].”
 
 
5.
Subsection 11.04, first sentence of the first paragraph is revised to read as follows:
 
“The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Collection Accounts (collectively, the “Collection Account”), titled “[ ], in trust for the holders of [ ] Mortgage Pass-Through Certificates.”
 
6.           Notwithstanding anything to the contrary in the Flow Servicing Agreement, any Custodial Accounts established by the Servicer pursuant to Subsection 11.04 of the Flow Servicing Agreement shall qualify as Eligible Accounts as defined in the Pooling and Servicing Agreement.
 
7.           Subsection 11.13 is revised to add the following paragraphs at the end of the section:

“The REO Property must be sold within three years following the end of the calendar year of the date of acquisition if a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, unless (i) the Owner shall have been supplied with an Opinion of Counsel (at the Servicer’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a
 
 
 

 
 
REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period.  If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Owner as to progress being made in selling such REO Property.

Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject to the related trust to the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.”

8.           Subsection 11.16, first sentence of the first paragraph is revised to read as follows:

“Not later than the tenth (10th) day of each month, the Servicer shall forward to the Owner in an electronic format statements, in substantially the same forms as, and providing the information described in, Exhibit 3 hereto; or as otherwise mutually agreed to by Servicer and the Master Servicer.”

9.           The Flow Servicing Agreement is modified by adding a new Subsection 11.[26] which reads as follows:

“Subsection 11.26 Compliance with REMIC Provisions.

If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contribution” to a REMIC set forth in Section 860G(d) of the Code unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actions) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.”
 
 
II-2

 
EX-10.8 13 v345546_ex10-8.htm GEORGE MASON PURCHASE AGREEMENT

Exhibit 10.8

 

EXECUTION COPY

 

 

 

FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

between

 

GEORGE MASON MORTGAGE, LLC,

as Seller,

 

and

 

REDWOOD RESIDENTIAL ACQUISITION CORPORATION,

as Purchaser

 

August 1, 2012

 

Residential Mortgage Loans

 

(Servicing Released, Temporary Interim Servicing Period Only)

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
     
SECTION 1. Definitions 1
     
SECTION 2. Purchase and Conveyance 15
     
SECTION 3. Mortgage Loan Schedule 16
     
SECTION 4. Purchase Price 16
     
SECTION 5. Examination of Mortgage Files 16
     
SECTION 6. Delivery of Mortgage Loan Documents 17
     
Subsection 6.01            Possession of Mortgage Files 17
   
Subsection 6.02            Books and Records 17
   
Subsection 6.03            Delivery of Mortgage Loan Documents 17
   
Subsection 6.04            RESPA Notice 18
   
SECTION 7. Representations, Warranties and Covenants; Remedies for Breach 18
     
Subsection 7.01            Representations and Warranties Regarding Individual Mortgage Loans 18
   
Subsection 7.02            Seller Representations and Covenants 29
   
Subsection 7.03            Repurchase; Substitution 32
   
Subsection 7.04            Repurchase of Mortgage Loans With Early Payment Default 35
   
Subsection 7.05            Purchase Price Protection 35
   
SECTION 8. Closing 35
     
Subsection 8.01            Closing Conditions 35
   
Subsection 8.02            Closing Documents 36
   
SECTION 9. [Reserved.] 37
     
SECTION 10. Costs 37
     
SECTION 11. Interim Servicing; Servicing Transfer 37
     
Subsection 11.01           Temporary Servicing of Mortgage Loans 37
   
Subsection 11.02           Directions by Purchaser During Interim Servicing Period 39
   
Subsection 11.03           Collection of Mortgage Loan Payments 39
   
Subsection 11.04           Establishment of Custodial Account; Deposits in Custodial Account 40
   
Subsection 11.05           Withdrawals From the Custodial Account 41
   
Subsection 11.06           Establishment of Escrow Account; Deposits in Escrow Account 42
   
Subsection 11.07           Withdrawals From Escrow Account 43

 

i
 

 

 

    Page
     
Subsection 11.08           Payment of Taxes, Insurance and Other Charges; Collections Thereunder 43
   
Subsection 11.09           Transfer of Accounts 44
   
Subsection 11.10           Maintenance of Hazard Insurance 44
   
Subsection 11.11           Maintenance of Primary Mortgage Insurance Policy; Claims 45
   
Subsection 11.12           Fidelity Bond; Errors and Omissions Insurance 46
   
Subsection 11.13           Title, Management and Disposition of REO Property 46
   
Subsection 11.14           Servicing Compensation 47
   
Subsection 11.15           Distributions 47
   
Subsection 11.16           Statements to the Purchaser 48
   
Subsection 11.17           [Reserved] 48
   
Subsection 11.18           Assumption Agreements 48
   
Subsection 11.19           Satisfaction of Mortgages and Release of Mortgage Files 49
   
Subsection 11.20           Seller Shall Provide Access and Information as Reasonably Required 49
   
Subsection 11.21           Inspections 50
   
Subsection 11.22           Restoration of Mortgaged Property 50
   
Subsection 11.23           Fair Credit Reporting Act 50
   
Subsection 11.24           Transfer of Servicing to Purchaser 51
   
Subsection 11.25           Payments Received 51
   
SECTION 12. The Seller 51
     
Subsection 12.01           Indemnification; Third Party Claims 51
   
Subsection 12.02           Merger or Consolidation of the Seller 51
   
Subsection 12.03           Limitation on Liability of the Seller and Others 52
   
SECTION 13. Default 52
     
Subsection 13.01           Events of Default 52
   
Subsection 13.02           Waiver of Default 54
   
SECTION 14. Termination 54
     
Subsection 14.01           Termination 54
   
Subsection 14.02           Successors to the Seller as Interim Servicer 54
   
Subsection 14.03           Termination of Interim Servicing by Purchaser 55
   
SECTION 15. Notices 56

 

ii
 

 

    Page
     
SECTION 16. Severability Clause 56
     
SECTION 17. No Partnership 57
     
SECTION 18. Counterparts 57
     
SECTION 19. Governing Law; Choice of Forum; Waiver of Jury Trial 57
     
SECTION 20. Intention of the Parties 58
     
SECTION 21. Waivers 58
     
SECTION 22. Exhibits 58
     
SECTION 23. General Interpretive Principles 58
     
SECTION 24. Reproduction of Documents 59
     
SECTION 25. Amendment 59
     
SECTION 26. Confidentiality 60
     
SECTION 27. Entire Agreement 60
     
SECTION 28. Further Agreements 60
     
SECTION 29. Successors and Assigns 60
     
SECTION 30. Non-Solicitation 61
     
SECTION 31. Protection of Consumer Information 61
     
SECTION 32. Cooperation of the Seller with a Reconstitution; Regulation AB Compliance 61
     
SECTION 1. DEFINED TERMS 1
     
SECTION 2. COMPLIANCE WITH REGULATION AB 3
     
Subsection 2.01            Intent of the Parties; Reasonableness 3
   
Subsection 2.02            Additional Representations and Warranties of the Company 4
   
Subsection 2.03            Information to Be Provided by the Company 4
   
Subsection 2.04            Indemnification; Remedies 7
   
Subsection 2.05            Third-party Beneficiary 8

 

iii
 

 

EXHIBITS

 

EXHIBIT 1 MORTGAGE LOAN DOCUMENTS
   
EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE
   
EXHIBIT 3 FORM OF PPTL
   
EXHIBIT 4 SERVICING TRANSFER INSTRUCTIONS
   
EXHIBIT 5 FORM OF ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
   
ADDENDUM I REGULATION AB COMPLIANCE ADDENDUM

 

iv
 

  

FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated August 1, 2012, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and GEORGE MASON MORTGAGE, LLC, as seller (the “Seller”).

 

WITNESSETH:

 

WHEREAS, the Seller has agreed to sell from time to time to the Purchaser, and the Purchaser has agreed to purchase from time to time from the Seller, certain conventional, residential, first-lien mortgage loans (the “Mortgage Loans”) as described herein on a servicing released basis, and which shall be delivered as whole loans as provided herein; and

 

WHEREAS, the Mortgage Loans will be sold by the Seller and purchased by the Purchaser as pools or groups of whole loans on a servicing released basis (each, a “Mortgage Loan Package”) on the various Closing Dates as provided herein; and

 

WHEREAS, each of the Mortgage Loans will be 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 related Mortgage Loan Schedule which will be annexed to a PPTL (as defined herein) on the related Closing Date; and

 

WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance and control of the Mortgage Loans;

 

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree as follows:

 

SECTION 1. Definitions.

 

For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.

 

Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant to this Agreement which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.

 

Adjustment Date: As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.

 

 
 

  

Agency Transfer: The sale or transfer by the Purchaser of some or all of the Mortgage Loans to Fannie Mae, Ginnie Mae or Freddie Mac.

 

Agreement: This Flow Mortgage Loan Purchase and Sale Agreement including all exhibits, schedules, amendments and supplements hereto.

 

ALTA: The American Land Title Association or any successor thereto.

 

Anti-Money Laundering Laws: As defined in Section 7.01(h).

 

Applicable Requirements: With respect to the Mortgage Loans, as applicable and as of the time of reference, (i) the terms of the applicable Mortgage and Mortgage Note; (ii) Customary Servicing Procedures; (iii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the servicing of the Mortgage Loans including, without limitation, the applicable requirements and guidelines of any insurer or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iv) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing of the Mortgage Loans; and (v) all contractual obligations relating to the servicing of the Mortgage Loans including, without limitation, those contractual obligations contained in any applicable servicing agreement or in any agreement relating to the Mortgage Loans with any insurer or in the Mortgage File.

 

Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value (or Reconciled Market Value if more than one appraisal is received) thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value (or Reconciled Market Value if more than one appraisal is received) of the Mortgaged Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.

 

Appraiser Independence Requirements: The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.

 

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA, which shall be conducted in New York, New York or other place mutually acceptable to the parties to the arbitration.

 

Arbitrator: A person who is not affiliated with the Seller or the Purchaser, who is a member of the American Arbitration Association.

 

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Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.

 

Assumed Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan pursuant to Subsection 11.15 and representing payments or other recoveries of principal.

 

Balloon Mortgage Loan: A Mortgage Loan that provided on the date of origination for monthly payments up to but not including the maturity date based on an amortization extending beyond its maturity date.

 

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, the State of California or the Commonwealth of Virginia, or (iii) a day on which banks in the State of New York, the State of California or the Commonwealth of Virginia are authorized or obligated by law or executive order to be closed.

 

Closing Date: The date or dates, set forth in the related PPTL, on which the Purchaser will purchase and the Seller will sell the Mortgage Loans identified therein.

 

CLTV: Combined Loan-to-Value Ratio.

 

Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.

 

Commission: The United States Securities and Exchange Commission.

 

Condemnation Proceeds: All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

 

Consumer Information: Any personally identifiable information in any form (written electronic or otherwise) relating to a Mortgagor, including, but not limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship with the Seller or Servicer or the originator of the related Mortgage Loan; and any other non-public personally identifiable information.

 

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Cooperative Corporation: With respect to any Cooperative Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Project and grants occupancy rights to units therein to stockholders through Cooperative Leases or similar arrangements.

 

Cooperative Lease: The lease on a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares in such Cooperative Unit.

 

Cooperative Loan: A Mortgage Loan that is secured by a first lien on and perfected security interest in Cooperative Shares and the related Cooperative Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.

 

Cooperative Project: With respect to any Cooperative Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements.

 

Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by a stock certificate.

 

Cooperative Unit: With respect to a Cooperative Loan, a specific unit in a Cooperative Project.

 

Credit Score: For each Mortgage Loan, (a) if two credit scores were obtained at origination, the lowest score of the two, and (b) if three scores were obtained at origination, the middle of the three. When there is more than one applicant, the lowest of the applicants’ Credit Scores will be used. There is only one (1) score for any Mortgage Loan regardless of the number of borrowers and/or applicants.

 

Custodial Account: As defined in Subsection 11.04.

 

Customary Servicing Procedures: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates, or as such mortgage servicing practices may change from time to time.

 

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Cut-off Date: With respect to each Mortgage Loan, the first day of the month of the related Closing Date as set forth in the related PPTL.

 

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Substitute Mortgage Loan in accordance with this Agreement.

 

Delinquent: Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made by the close of business on the Business Day preceding the next scheduled Due Date for such Mortgage Loan.

 

Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

 

Eligible Account: Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein. Eligible Accounts may bear interest. If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts is no longer in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations or in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations, the funds on deposit therewith in connection with this Agreement shall be transferred to an Eligible Account within 30 days of such downgrade.

 

Escrow Account: As defined in Subsection 11.06.

 

Escrow Payments: The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

 

Event of Default: Any one of the conditions or circumstances enumerated in Subsection 13.01.

 

Fannie Mae: The entity formerly known as the Federal National Mortgage Association or any successor thereto.

 

Fannie Mae Guides: The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto in effect on and after the related Closing Date.

 

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FDIC: The Federal Deposit Insurance Corporation or any successor thereto.

 

FDPA: The Flood Disaster Protection Act of 1973, as amended.

 

Fidelity Bond: The fidelity bond required to be obtained by the Seller pursuant to Subsection 11.12.

 

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.

 

First Remittance Date: With respect to each Mortgage Loan Package, the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the calendar month immediately following the Closing Date; provided, however, if the Servicing Transfer Date is not one (1) or more Business Days prior to the first day of such calendar month, such date will be the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the next succeeding calendar month.

 

Freddie Mac: The entity formerly known as the Federal Home Loan Mortgage Corporation or any successor thereto.

 

Freddie Mac Guide: The Freddie Mac Single Family Seller/Servicer Guide and all amendments or additions thereto in effect on and after the related Closing Date.

 

Full Prepayment: Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and 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.

 

Ginnie Mae: The Government National Mortgage Association or any successor thereto.

 

Gross Margin: With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage Loan.

 

HUD: The United States Department of Housing and Urban Development or any successor thereto.

 

Independent: When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any affiliate of such other Person, and (c) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

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Index: With respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.

 

Initial Rate Cap: With respect to each Adjustable Rate Mortgage Loan and the initial Adjustment Date therefor, a number of percentage points per annum that is set forth in the Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase or decrease from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.

 

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

 

Interim Servicing Period: The period from the Closing Date to the related Servicing Transfer Date.

 

IO Adjustable Rate Mortgage Loan: An Adjustable Rate Mortgage Loan with respect to which accrued interest only is payable by a Mortgagor on each Due Date until the IO Conversion Date.

 

IO Conversion Date: With respect to an IO Adjustable Rate Mortgage Loan, the date that references the end of the “interest only period” applicable thereto.

 

Lifetime Rate Cap: As to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the provisions of the related Mortgage Note.

 

Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.

 

Loan-to-Value Ratio: With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a percentage, of the outstanding principal balance of the Mortgage Loan on such date, to the Appraised Value of the related Mortgaged Property.

 

LPMI: Lender paid mortgage insurance.

 

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LTV: Loan-to-Value Ratio.

 

Master Servicer: Wells Fargo Bank, N.A., together with its successors and assigns, as master servicer with respect to any Securitization Transaction, or any other master servicer designated as such with respect to any Securitization Transaction.

 

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

 

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.

 

MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

 

MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

 

Minimum Interest Rate: With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased.

 

Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

 

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.

 

Mortgage File: With respect to each Mortgage Loan, all documents involved in the origination, underwriting (including documented compensating factors pertaining to exceptions) and servicing of the Mortgage Loan, including but not limited to the documents specified in Exhibit 2, and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

 

Mortgage Interest Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest rate imposed by the Initial Rate Cap, the Periodic Rate Cap, the Minimum Interest Rate and the Lifetime Rate Cap, if any.

 

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Mortgage Loan: An individual Mortgage Loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the related Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage File, the Servicing File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, any escrow accounts related to the Mortgage Loan, the Servicing Rights and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.

 

Mortgage Loan Documents: With respect to any Mortgage Loan, the documents listed in Exhibit 1 hereto.

 

Mortgage Loan Package: The pool or group of whole loans purchased on a Closing Date, as described in the Mortgage Loan Schedule annexed to the related PPTL.

 

Mortgage Loan Remittance Rate: With respect to any Mortgage Loan, the related Mortgage Interest Rate minus the related Servicing Fee Rate.

 

Mortgage Loan Schedule: The schedule of Mortgage Loans prepared for each Closing Date setting forth the information with respect to each Mortgage Loan required by the disclosure report format of the Purchaser, which disclosure report format is delivered by the Purchaser to the Seller.

 

Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage or, in the case of a Cooperative Loan, secured by the Cooperative Shares and the Cooperative Lease.

 

Mortgaged Property: The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling.

 

Mortgagee: The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.

 

Mortgagor: The obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.

 

NAIC: The National Association of Insurance Commissioners or any successor organization.

 

OCC: The Office of the Comptroller of the Currency or any successor thereto.

 

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Officer’s Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President of the Person on behalf of whom such certificate is being delivered.

 

Opinion of Counsel: A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed, and which must be Independent outside counsel with respect to such opinion of counsel concerning the taxation or the federal income tax status of a REMIC.

 

Partial Prepayment: Any payment of principal on a Mortgage Loan, other than a Full Prepayment, which is received in advance of its scheduled Due Date and 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.

 

Periodic Rate Cap: As to each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any Adjustment Date as provided in the related Mortgage Note, if applicable.

 

Person: An individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

PPTL: With respect to each Mortgage Loan and Mortgage Loan Package, the Purchase Price and Terms Letter, substantially in the form of Exhibit 3 attached hereto, providing for the sale by Seller and the purchase by the Purchaser of the Mortgage Loan Package on the related Closing Date.

 

Prepayment Charge: With respect to each Mortgage Loan, the fee payable by the Mortgagor if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.

 

Prepayment Interest Shortfall: As to any Remittance Date and any Mortgage Loan, (a) if such Mortgage Loan was the subject of a Full Prepayment during the related Principal Prepayment Period, the excess of one month’s interest (adjusted to the Mortgage Loan Remittance Rate) on the Assumed Principal Balance of such Mortgage Loan outstanding immediately prior to such prepayment, over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the Mortgagor in respect of such Principal Prepayment Period, and (b) if such Mortgage Loan was the subject of a Partial Prepayment during the related Principal Prepayment Period, an amount equal to the excess of one month’s interest at the Mortgage Loan Remittance Rate on the amount of such Partial Prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Partial Prepayment during such Principal Prepayment Period.

 

Primary Mortgage Insurance Policy: A policy of primary mortgage guaranty insurance.

 

10
 

 

Principal Prepayment: Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Charge 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: As to any Remittance Date, the calendar month preceding the calendar month in which such Remittance Date occurs.

 

Purchase Price: The price paid on the related Closing Date by the Purchaser to the Seller pursuant to this Agreement in exchange for the Mortgage Loans included in the related Mortgage Loan Package, as calculated pursuant to Section 4 and the related PPTL.

 

Purchase Price Percentage: For each Mortgage Loan included in a Mortgage Loan Package, the percentage of par set forth in the related PPTL that is used to calculate the Purchase Price of the Mortgage Loans included in such Mortgage Loan Package.

 

Purchaser: The Person listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms of this Agreement.

 

Qualified Appraiser: With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

 

Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided by the insurance policy issued by it, approved as an insurer by Fannie Mae and Freddie Mac.

 

Rating Agencies: Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc. or, in the event that some or all ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.

 

Reconciled Market Value: The estimated market value of the Mortgaged Property or REO Property that is reasonably determined by the Seller based on different results obtained from different permitted valuation methods or at different time periods, all in accordance with Customary Servicing Procedures.

 

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Reconstitution Agreement: The agreement or agreements entered into by the Seller, the Purchaser and certain third parties on the Reconstitution Date or Reconstitution Dates with respect to any or all of the Mortgage Loans conveyed hereunder, in connection with a Whole Loan Transfer or a Securitization Transaction as provided in Subsection 32. A Reconstitution Agreement relating to a Securitization Transaction will be substantially in the form of Exhibit 5 hereto.

 

Reconstitution Date: The date or dates on which any or all of the Mortgage Loans are reconstituted as part of a Whole Loan Transfer or Securitization Transaction pursuant to Section 32 hereof.

 

Record Date: The close of business of the last Business Day of the month preceding the month of the related Remittance Date or, in the case of a Remittance Date that is the Servicing Transfer Date, the Business Day prior to the Servicing Transfer Date.

 

Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

 

Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

 

Regulation AB Compliance Addendum: Addendum I attached hereto and incorporated herein by reference thereto.

 

REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

 

Remittance Date: (a) The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of any month, beginning with the First Remittance Date with respect to each Mortgage Loan Package, and (b) the Servicing Transfer Date.

 

REO Disposition: The final sale by the Seller or the Purchaser of an REO Property.

 

REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.

 

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REO Property: A Mortgaged Property acquired by or on behalf of the Purchaser through foreclosure or deed in lieu of foreclosure as described in Subsection 11.13.

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus, (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid and distributed to the Purchaser to the last day of the month in which such repurchase occurs, plus, (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held in the Custodial Account for future distribution in connection with such Mortgage Loan.

 

Residential Dwelling: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit development, none of which is a cooperative, mobile or manufactured home.

 

Securities Act: The Securities Act of 1933, as amended.

 

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

 

Seller: George Mason Mortgage, LLC, or its successor in interest or any successor to the Seller under this Agreement appointed as herein provided.

 

Servicer: The Servicer set forth in the related PPTL.

 

Servicing Advances: All customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance by the Seller or the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of a Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of a Mortgaged Property if such Mortgaged Property is acquired in satisfaction of the Mortgage, and (d) payments made by the Seller or the Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.

 

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Servicing Fee: With respect to each Mortgage Loan, the fee the Purchaser shall pay to the Seller to interim service the Mortgage Loans, which shall, for each month, be equal to one-twelfth of the product of the applicable Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan (pro-rated with respect to partial months). Such fee shall be payable monthly. The obligation of the Purchaser to pay the Servicing Fee is limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Subsection 11.05) of related Monthly Payments collected by the Seller, or as otherwise provided under Subsection 11.05.

 

Servicing Fee Rate: With respect to each Mortgage Loan, the per annum rate set forth on the related Mortgage Loan Schedule or if not specified thereon, in the related PPTL.

 

Servicing File: With respect to each Mortgage Loan, the documents pertaining thereto specified in Exhibit 2 and copies of all documents for such Mortgage Loan specified in Exhibit 1.

 

Servicing Rights: With respect to each Mortgage Loan, any and all of the following: (a) all rights to service the Mortgage Loan; (b) all rights to receive the Servicing Fees, additional servicing compensation (including, without limitation, any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loan, and income on escrow accounts or other receipts on or with respect to the Mortgage Loan), reimbursements or indemnification for servicing the Mortgage Loan, and any payments received in respect of the foregoing and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other similar payments with respect to the Mortgage Loans and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by applicable law; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) possession and use of any and all Mortgage Loan Documents and Mortgage Files pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; (g) all rights, powers and privileges incident to any of the foregoing; and (h) all agreements or documents creating, defining or evidencing any of the foregoing rights to the extent they relate to such rights.

 

Servicing Transfer Date: The date or dates, set forth in the related PPTL, when the Servicer will begin servicing the Mortgage Loans for the benefit of the Purchaser.

 

Servicing Transfer Instructions: The servicing transfer instructions in the form of Exhibit 4 hereto.

 

Stated Principal Balance: As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan as of the first day of the month for which such calculation is being made after giving effect to the principal portion of any Monthly Payments due on or before such date, whether or not received, as well as any Principal Prepayments received before such date, minus, without duplication, (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal, or advances in lieu thereof.

 

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Substitute Mortgage Loan: A mortgage loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, be approved by the Purchaser and meet the conditions described in Section 7.03(b) of this Agreement.

 

Underwriting Guidelines: As to each Mortgage Loan Package, the written underwriting guidelines in effect as of the origination date of such Mortgage Loans, mutually agreed upon by the Seller and Purchaser, and delivered by the Seller to the Purchaser, as may be revised and modified, from time to time, by mutual agreement of the Purchaser and the Seller to reflect changes to the Underwriting Guidelines.

 

USA Patriot Act: Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

 

USPAP: The Uniform Standards of Professional Appraisal Practice, as amended and in effect from time to time.

 

Whole Loan Transfer: Any sale or transfer by the Purchaser of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.

 

SECTION 2. Purchase and Conveyance.

 

The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis.

 

With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

 

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SECTION 3. Mortgage Loan Schedule.

 

The Seller shall deliver the Mortgage Loan Schedule (which will be annexed to the related PPTL) to the Purchaser at least two (2) Business Days prior to the related Closing Date.

 

SECTION 4. Purchase Price.

 

The Purchase Price for the Mortgage Loans being acquired on a Closing Date shall be equal to the sum of (a) the product of (i) the Purchase Price Percentage stated in the related PPTL (subject to adjustment as provided therein) and (ii) the Stated Principal Balance of the Mortgage Loans listed on the related Mortgage Loan Schedule, plus (b) an amount equal to accrued interest on the aggregate Stated Principal Balance of the Mortgage Loans at the weighted average Mortgage Interest Rate of such Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, both inclusive (assuming 30/360) (the “Purchase Price”). If so provided in the related PPTL, portions of the Mortgage Loans shall be priced separately.

 

The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans shall be paid on the related Closing Date by wire transfer of immediately available funds.

 

SECTION 5. Examination of Mortgage Files.

 

The Seller shall, at the direction of the Purchaser, deliver to the Purchaser or its designee in escrow, for examination and retention, with respect to each Mortgage Loan to be purchased on the related Closing Date, the related Mortgage File in hard copy or in digital format on compact disks or DVD. Such examination may be made by the Purchaser or its designee at any reasonable time before or after the related Closing Date. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loan Package without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s (or any of its successors’) rights to demand repurchase or other relief or remedy provided for in this Agreement.

 

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SECTION 6. Delivery of Mortgage Loan Documents.

 

Subsection 6.01 Possession of Mortgage Files.

 

Originals or copies of all documents, including but not limited to the documents listed on Exhibit 2 and comprising the Mortgage File, other than the Mortgage Loan Documents, shall be delivered to the Purchaser or its designee on or prior to the related Closing Date. During the Interim Servicing Period, originals of the contents of each Mortgage File not delivered to the Purchaser or the custodian appointed by the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof and shall be available for review by the Purchaser upon request. The Seller’s possession of any portion of each such Mortgage File is at the will of the Purchaser, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of each Mortgage File is vested 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 Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The copies of the Mortgage File retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Seller’s computer system to reflect clearly the ownership of such related Mortgage Loan by the Purchaser. The Seller shall release from its custody the contents of any Mortgage File retained by it only in accordance with this Agreement and the Servicing Transfer Instructions, except when such release is required in connection with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this Agreement or if required under applicable law or court order.

 

Subsection 6.02 Books and Records.

 

The sale of each Mortgage Loan will be reflected on the Seller’s balance sheet and other financial statements as a sale of assets by the Seller. The Seller shall maintain a complete set of books and records for the Mortgage Loans sold by it which shall be appropriately identified in the Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser.

 

In addition to the foregoing, the Seller shall provide to any supervisory agents or examiners that regulate the Purchaser, including but not limited to, the OCC, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to the Seller and without charge to the Seller or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.

 

Subsection 6.03 Delivery of Mortgage Loan Documents.

 

The Seller shall deliver and release to the Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents no later than four (4) Business Days prior to the related Closing Date or, upon the request of the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 180 days from the Closing Date, deliver such original recorded Mortgage Loan Documents to the Purchaser or the appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 180 days of the related Closing Date solely because such Mortgage Loan Documents shall not have been returned by the appropriate recording office, the Seller shall deliver such Mortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall repurchase such Mortgage Loan in such manner set forth in Section 7.03.

 

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Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder.

 

If the Purchaser or its designee discovers any material defect with respect to any document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance with Section 7.03.

 

The Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into within one week of their execution and shall also 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 five (5) days of its return from the appropriate public recording office.

 

Subsection 6.04 RESPA Notice.

 

Prior to each Servicing Transfer Date, the Seller shall furnish to the applicable Mortgagors notices required under the Real Estate Settlement Procedure Act (“RESPA”) within the time frames required by RESPA..

 

SECTION 7. Representations, Warranties and Covenants; Remedies for Breach.

 

Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.

 

The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date or such other date specified herein:

 

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(a)          Property Valuation: Each Mortgage File contains a written appraisal prepared by an appraiser licensed or certified by the applicable governmental body in which the mortgaged property is located and in accordance with the requirements of Title XI of FIRREA. The appraisal was written, in form and substance, to (i) customary Fannie Mae or Freddie Mac standards for mortgage loans of the same type as such Mortgage Loans and (ii) USPAP standards, and satisfies applicable legal and regulatory requirements. The appraisal was made and signed prior to the final approval of the Mortgage Loan application. The person performing any property valuation (including an appraiser) received no benefit from, and such person's compensation or flow of business from the originator was not affected by, the approval or disapproval of the Mortgage Loan. The selection of the person performing the property valuation was made independently of the broker (where applicable) and the originator's loan sales and loan production personnel. The selection of the appraiser met the criteria of Fannie Mae and Freddie Mac for selecting an independent appraiser.

 

(b)          Income/Employment/Assets: With respect to each Mortgage Loan the originator verified the borrower's income, employment, and assets in accordance with its written Underwriting Guidelines and employed procedures designed to authenticate the documentation supporting such income, employment, and assets. Such verification includes the transcripts received from the Internal Revenue Service pursuant to a filing of IRS Form 4506-T. With respect to each Mortgage Loan, in order to test the reasonableness of the income, the originator used (i) transcripts received from the IRS pursuant to a filing of IRS Form 4506-T (to the extent specified in the Mortgage Loan Schedule) or (ii) public and/or commercially available information acceptable to the Purchaser.

 

(c)          Occupancy: The originator has given due consideration to factors, including but not limited to, other real estate owned by the borrower, commuting distance to work, appraiser comments and notes, the location of the property and any difference between the mailing address active in the servicing system and the subject property address to evaluate whether the occupancy status of the property as represented by the borrower is reasonable. All owner occupied properties are occupied by the owner at the time of purchase of the mortgage.

 

(d)          Data: The information set forth in the related Mortgage Loan Schedule, including any diskette or other related data tapes sent to the Purchaser, is complete, true and correct in all material respects. The information on the Mortgage Loan Schedule and the information provided are consistent with the contents of the originator's records and the Mortgage File. The Mortgage Loan Schedule contains all of the required fields. Any seller or builder concession has been subtracted from the Appraised Value of the Mortgaged Property for purposes of determining the LTV and CLTV. Except for information specified to be as of the origination date of the Mortgage Loan, the Mortgage Loan Schedule contains the most current information possessed by the originator. No appraisal or other property valuation referred to or used to determine any data listed on the Mortgage Loan Schedule was more than 120 days old at the time of the Mortgage Loan closing.

 

(e)          Fraud: No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to the Mortgage Loan has taken place on the part of the Mortgagor, the Seller or any other Person, including, without limitation, any appraiser, title company, closing or settlement agent, realtor, builder or developer or any other party involved in the origination or sale of the Mortgage Loan or the sale of the Mortgaged Property, that would impair in any way the rights of the Purchaser in the Mortgage Loan or Mortgaged Property or that violated applicable law.

 

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(f)          Underwriting; Collection Practices; Escrow Payments: Each Mortgage Loan either (i) was underwritten in conformance with the originator's Underwriting Guidelines in effect at the time of origination without regard to any underwriter discretion or (ii) if not underwritten in conformance with the originator's guidelines, has reasonable and documented compensating factors. The methodology used in underwriting the extension of credit for the Mortgage Loan includes objective mathematical principles that relate to the relationship between the borrower's income, assets and liabilities and the proposed payment. With respect to escrow deposits and mortgage escrow accounts, all such payments are in the possession of Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item subject to an escrow requirement which remains unpaid and which has been assessed but is not yet due and payable. Except in connection with a modification disclosed on the Mortgage Loan Schedule and contained in the Servicing File, no escrow deposits or escrow payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, all mortgage interest rate adjustments and monthly payment adjustments have been made in strict compliance with Customary Servicing Procedures, and, as of the applicable Transfer Date, Seller’s servicing system has been updated to reflect any such adjustments. The Seller executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the monthly payment adjustments. Any interest required to be paid to the Mortgagor pursuant to state, federal and local law has been properly paid and credited.

 

(g)          Mortgage Insurance: Except as indicated for pledged asset loans, if a Mortgage Loan has an LTV greater than 80%, the Mortgage Loan has mortgage insurance in accordance with the terms of the Fannie Mae Guide or the Freddie Mac Guide and is insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect and all premiums due thereunder have been paid. No action, inaction or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and to pay all premiums and charges in connection therewith. To the extent a Mortgage Loan is insured under an LPMI policy, the Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such premium.

 

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(h)          Regulatory Compliance: 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, fair housing, or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects. No Mortgage Loan is a “high cost” or “covered” loan, as defined by any applicable federal, state or local predatory or abusive lending law. Any breach of this representation shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan. No Mortgage Loan secured by property located in the State of Georgia was originated on or after October 1, 2002 and prior to March 7, 2003. No Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as defined under the Georgia Fair Lending Act. No borrower was encouraged or required to select a loan product offered by an originator that was a higher cost product designed for less-creditworthy borrowers, unless at the time of the Mortgage Loan's origination, such borrower did not qualify, taking into account credit history and debt-to-income ratios, for a lower cost credit product then offered by such originator or any affiliate of such originator. There does not exist on the related Mortgaged Property any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation including, without limitation, asbestos. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of such Mortgaged Property. The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. The servicing of each Mortgage Loan prior to the related Closing Date complied in all material respects with the Customary Servicing Procedures and all then-applicable federal, state and local laws. Any breach of any representations made in this clause (h) shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan.

 

(i)          Borrower: As of the related Closing Date, the Mortgagor is not in bankruptcy and is not insolvent and the Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent or materially adversely affect the value or marketability of the Mortgage Loan. Either the Mortgagor is a natural person who is legally permitted to reside in the United States or the Mortgagor is an inter-vivos trust acceptable to Fannie Mae. No borrower had a prior bankruptcy in the last seven years. No borrower previously owned a property in the last seven years that was the subject of a foreclosure during the time the borrower was the owner of record.

 

(j)          Source of Loan Payments: No loan payment has been escrowed as part of the loan proceeds on behalf of the borrower. No payments due and payable under the terms of the Mortgage Note and Mortgage or deed of trust, except for seller or builder concessions, have been paid by any person who was involved in, or benefited from, the sale or purchase of the Mortgaged Property or the origination, refinancing, sale, purchase or servicing of the Mortgage Loan other than the borrower.

  

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(k)          Down Payment: The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

 

(l)          No Prior Liens: The Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser or its designee will be the owner of record of the Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser, the Seller will retain any Mortgage File documents during the Interim Servicing Period in its possession in trust for the Purchaser. Each sale of the Mortgage Loan from any prior owner or the Seller was in exchange for fair equivalent value, and the prior owner or the Seller, as applicable, was solvent both prior to and after the transfer and had sufficient capital to pay and was able to pay its debts as they would generally mature. Immediately prior to the transfer and assignment to the Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, was not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest. The Seller has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan.

 

(m)          Enforceability and Priority of Lien: The related Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property (subject, as to enforceability, to bankruptcy and other creditors rights laws), including all buildings on the Mortgaged Property, and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the Appraised Value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein (subject, as to enforceability, to bankruptcy and other creditors rights laws), and the Seller has the full right to sell and assign the same to the Purchaser; There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage. The related original Mortgage has been recorded or is in the process of being recorded.

  

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(n)          Complete Mortgage Files: The Mortgage Note, the Mortgage, the Assignment of Mortgage and the other Mortgage Loan Documents set forth in Exhibits 1 and 2 and required to be delivered on the related Closing Date have been delivered to the Purchaser or its designee in compliance with the specific requirements of this Agreement and the PPTL for the related Mortgage Loan Package. With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File including all documents used in the qualification of the borrower except for such documents as have been delivered to the Purchaser or its designee. In the event the Mortgage is a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated, is named in the Mortgage and currently so serves, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the borrower.

 

(o)          No Modifications: The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any material respect, except by a written instrument that, if required by applicable law, has been recorded or is in the process of being recorded. The substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by such policies, the terms of such waiver, alteration or modification have been reflected in the Mortgage Loan Schedule and the written instrument reflecting such terms has been included in the Mortgage File. No Mortgagor has been released, in whole or in part, from the terms of the Mortgage Note and the Mortgage, except in connection with an assumption agreement which is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule. The Mortgage and Mortgage Note have not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Seller waived any default resulting from any action or inaction by the Mortgagor.

 

(p)          Taxes Paid: All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid by the borrower, or escrow funds from the borrower have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable.

 

(q)          No Damage/Condemnation: Each Mortgaged Property is undamaged by waste, vandalism, fire, hurricane, earthquake or earth movement, windstorm, flood, tornado or other casualty adversely affecting the value of a Mortgaged Property or the use for which the premises were intended, and each Mortgaged Property is in substantially the same condition it was at the time the most recent Appraised Value was obtained. There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property.

  

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(r)          Fee Simple Estate / No Encroachments / Compliance with Zoning: The Mortgage creates a first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note. All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit), no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (v) below and all improvements on the property comply with all applicable building, zoning and subdivision laws, regulations and ordinances.

 

(s)          Legally Occupied: As of the related Closing Date, the Mortgaged Property is lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.

 

(t)          Mortgage Loan Legal and Binding: The Mortgage Note, the Mortgage and other agreements executed in connection therewith are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles. The Seller has taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note, the Mortgage and other agreements executed in connection therewith, had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and properly executed by such parties.

 

(u)          Proceeds Fully Disbursed / Recording Fees Paid: The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.

 

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(v)         Existence of Title Insurance: Each Mortgage Loan (except (1) any Mortgage Loan secured by a Mortgaged Property located in any jurisdiction as to which an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance is instead received and (2) any Mortgage Loan secured by Cooperative Shares) is covered by an ALTA lender's title insurance policy or other form of policy or insurance generally acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (m)(1), (2) and (3) above) the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. Additionally, such policy affirmatively insures ingress and egress to and from the Mortgaged Property. Where required by applicable state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Seller, its successors and assigns, are the sole insureds of such lender's title insurance policy; such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Seller's interest therein does not require the consent of or notification to the insurer; and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement and the related PPTL. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy. No originator, seller, prior owner of the Mortgage Loan or other Person has provided or received any unlawful fee, commission, kickback, or other compensation or value of any kind in connection with the title insurance policy.

 

(w)          Hazard Insurance: All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the Fannie Mae Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing coverage not less than the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loans and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If required by the FDPA, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration and conforming to Fannie Mae and Freddie Mac requirements, in an amount not less than the amount required by the FDPA. Such policy was issued by an insurer acceptable under the Fannie Mae Guides or the Freddie Mac Guides. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. All such standard hazard and flood policies are in full force and effect and on the date of origination contained a standard mortgagee clause naming the Seller and its successors in interest and assigns as loss payee; such clause is still in effect and all premiums due on any such policies have been paid in full. No originator, seller, prior owner of the Mortgage Loan, borrower or any other Person, has engaged in any act or omission that would impair the coverage of any such insurance policy, the benefits of the endorsement provided for therein, or the validity and binding effect of either, including, without limitation, the provision or receipt of any unlawful fee, commission, kickback, or other compensation or value of any kind. No action, inaction, or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any such insurance policies, regardless of the cause of such failure of coverage.

 

(x)          No Default: There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration. No foreclosure action is currently threatened or has been commenced with respect to any Mortgaged Property.

  

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(y)          No Rescission: The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. The Mortgagor was not a debtor at the time of origination of the Mortgage Loan and is not currently a debtor in any state or federal bankruptcy or insolvency proceeding.

 

(z)          Enforceable Right of Foreclosure: The Mortgage relating to a Mortgaged Property contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against such Mortgaged Property of the benefits of the security provided thereby. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose on the Mortgage.

 

(aa)        Mortgaged Property is 1-4 Family: The Mortgaged Property consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a mobile home. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination no portion of the Mortgaged Property has been used for commercial purposes.

 

(bb)       Mortgage Loan Qualifies for REMIC: Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(l).

 

(cc)        Original Mortgage Notes: The Seller has delivered to the Purchaser the original Mortgage Note with respect to each Mortgage Loan. No Mortgage Loan is subject to a lost note affidavit.

 

(dd)       Doing Business: All parties which have had any interest in the Mortgage, whether as Mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located and (B) (1) organized under the laws of such state, (2) qualified to do business in such state, (3) a federal savings and loan association, a national bank, a Federal Home Loan Bank or a savings bank having principal offices in such state or (4) not doing business in such state.

  

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(ee)        Loans Current / Prior Delinquencies: All payments due on a Mortgage Loan on or prior to the related Closing Date have been made as of the related Closing Date, no Mortgage Loan is Delinquent and no Mortgage Loan has been Delinquent during the preceding twelve-month period; no payment made on such Mortgage Loan has been dishonored; there are no material defaults under the terms of such Mortgage Loan; and neither the Seller nor any other party has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan.

 

(ff)         [Reserved]

 

(gg)       Acceleration of Payments: The Mortgage contains the usual and enforceable provisions of the originator at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the Mortgagee thereunder.

 

(hh)        [Reserved]

 

(ii)          Leasehold Interest Representation And Warranty: To the extent the Mortgage Loan is secured by a leasehold interest: (1) the borrower is the owner of a valid and subsisting interest as tenant under the lease and is not in default thereunder, (2) the lease is in full force and effect, and is unmodified, (3) all rents and other charges have been paid when due, (4) the lessor under the lease is not in default, (5) the execution, delivery, and performance of the Mortgage do not require the consent (other than the consents that have been obtained and are in full force and effect) under, and will not violate or cause a default under, the terms of the lease, (6) the lease is assignable or transferable, (7) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note, (8) the lease does not provide for termination of the lease in the event of the borrower's default without written notice to the Mortgagee and a reasonable opportunity to cure the default, (9) the lease permits the mortgaging of the related Mortgaged Property and (10) the lease protects the Mortgagee's interests in the event of a property condemnation.

 

(jj)          Sole Collateral: As of the related Closing Date, the Mortgage Note is not and has not been secured by any collateral other than the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (m) above, and such collateral does not serve as security for any other obligation.

 

(kk)        Full Disclosure: The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate or adjustable rate mortgage loans, as applicable.

 

(ll)          No Graduated Payments: The Mortgage Loan does not contain “graduated payment” features, does not have a shared appreciation or other contingent interest feature and does not contain any buydown provisions.

 

(mm)      No Negative Amortization Loans: The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. Each Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof (except in the case of interest only loans) and to pay interest at the related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions which would result in negative amortization.

  

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(nn)         Recordable: As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

 

(oo)         Payment Terms: Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest (if not an interest only loan), with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization.

 

(pp)         Condominiums: If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development), or stock in a cooperative housing corporation, such condominium, cooperative or planned unit development project meets the eligibility requirements of Fannie Mae and Freddie Mac.

 

(qq)         Servicemembers’ Civil Relief Act: The Mortgagor has not notified the Seller that it is requesting relief under the Servicemembers' Civil Relief Act, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers' Civil Relief Act.

 

(rr)           Construction: As of the related Closing Date, no Mortgage Loan was in construction or rehabilitation status and no trade-in or exchange of a Mortgaged Property has been facilitated.

 

(ss)          Qualified Lender: The Mortgage Loan was originated by a Mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution supervised and examined by a federal or state authority.

 

(tt)           No Ground Leases: No Mortgaged Property is subject to a ground lease.

 

(uu)         No Additional Fees: With respect to any broker fees collected and paid on any of the Mortgage Loans, all such fees have been properly assessed to the Mortgagor and no claims will arise as to such fees that are double charged and for which the Mortgagor would be entitled to reimbursement.

 

(vv)         Home Ownership and Equity Protection Act 1994: None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.

 

(ww)       No Single Credit Insurance: None of the proceeds of the Mortgage Loan were used to finance single premium credit insurance policies.

 

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(xx)        Principal Advances: Any principal advances made to the Mortgagor prior to the related Closing Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the Mortgagee's consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.

 

(yy)         Interest Calculation: Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months.

 

(zz)          No Balloon Loans: No Mortgage Loan is a Balloon Mortgage Loan.

 

(aaa)       MERS Mortgage Loans: With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded. With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS.

 

(bbb)       Credit Reporting: With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.

 

(ccc)        Servicing. The Mortgage Loans have been serviced in accordance with all Applicable Requirements.

 

(ddd)       Loan Type. No Mortgage Loan is a “pay option ARM,” “pick-a-payment” or similar type of mortgage loan or a home equity revolving line of credit.

 

(eee)       Flood Certifications. Unless otherwise agreed upon by the Seller and the Purchaser, each Mortgage Loan is covered by a life of loan, transferable flood certification contract assignable to the Purchaser.

 

Subsection 7.02 Seller Representations and Covenants.

 

The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):

 

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(a)          It is a Virginia limited liability company, duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It is an approved seller in good standing of conventional residential mortgage loans for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act. It has 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 it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Purchaser, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.

 

(b)          No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.

 

(c)          The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its articles of association or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.

 

(d)          Its transfer, assignment and conveyance of the Mortgage Notes and the Mortgages pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

 

(e)          There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it which, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with its obligations contemplated herein, or which would materially impair its ability to perform under the terms of this Agreement.

 

(f)          To the best of the Seller’s knowledge, the Seller is not in material default under any agreement, contract, instrument or indenture to which the Seller is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this Agreement, nor, to the best of the Seller’s knowledge, has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

 

(g)          It 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.

  

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(h)           As of the Servicing Transfer Date, the Seller has previously serviced and administered the Mortgage Loans in accordance with Customary Servicing Procedures, all applicable federal, state and local laws and the related Mortgage Notes and Mortgages.

 

(i)            It has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes.

 

(j)            It is solvent and the sale of the Mortgage Loans will not cause it to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its creditors.

 

(k)           It has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.

 

(l)            To the best of the Seller’s knowledge, neither this Agreement nor any statement, report or other agreement, document or instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.

 

(m)          (i)          The Seller covenants that the transfer of servicing of each Mortgage Loan from the Seller to the Servicer shall be complete in all material respects by the related Servicing Transfer Date, and the transfer shall be in accordance with the Servicing Transfer Instructions.

 

(ii)         Unless otherwise mutually agreed to by the Seller and the Purchaser, if a breach of the covenant described in Subsection 7.02(m)(i) continues for more than five (5) Business Days following the related Transfer Date, the Seller shall be required to repurchase the related Mortgage Loan at the Repurchase Price, and such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser.

  

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Subsection 7.03 Repurchase; Substitution.

 

(a)          It is understood and agreed that the representations and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage Loan Document. Upon discovery by the Seller 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 in the Mortgage Loans (or which materially and adversely affects the value of a particular Mortgage Loan or the interest of the Purchaser in a particular Mortgage Loan in the case of a representation and warranty relating to such particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. A breach of representations and warranties in Sections 7.01(e) through (p), (r), (t), (v), (w), (x), (y), (z), (aa), (bb), (cc), (ee), (gg), (hh), (jj), (ll), (mm), (nn), (qq), (ss), (uu), (vv), (ww), (xx), (yy), (zz), (aaa), and (bbb) shall be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser in any Mortgage Loan. With respect to the representations and warranties contained in Sections 7.01 and 7.02 that are made to the Seller’s knowledge or to the best of Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest of the Purchaser in the related Mortgage Loan, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding Seller’s lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made. The Seller shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach; provided, however, that if a Mortgage Loan has been transferred to a REMIC and the breach is with respect to the representation and warranty in Section 7.01(bb), the Seller shall have a period of sixty (60) days from its discovery of such breach within which to cure such breach. The Seller hereby covenants and agrees that if any such breach is not corrected or cured within such sixty (60) day period, the Seller shall, at the Purchaser’s option, (i) repurchase such Mortgage Loan at the Repurchase Price, (ii) substitute a mortgage loan for the defective Mortgage Loan as provided below or (iii) except for a breach of the representation and warranty in Section 7.01(bb), make an indemnification payment in an amount equal to the reduction in value of such Mortgage Loan as a result of such breach, such payment to be made in the manner set forth above in respect of the Purchase Price of a repurchased Mortgage Loan. In the event that any such breach shall involve any representation or warranty set forth in Section 7.02, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Seller of such breach, all affected Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Seller at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 7.03(a) was the representation and warranty set forth in clause (e) or (h) of Section 7.01, then the Seller shall pay to the Purchaser, concurrently with and in addition to the remedies provided in this Section 7.03(a), an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Purchaser, and that directly resulted from such breach, or if incurred and paid by the Purchaser thereafter, concurrently with such payment.

 

(b)          If the Seller is required to repurchase any Mortgage Loan pursuant to this Subsection 7.03 as a result of a breach of any of the representations and warranties set forth in Subsection 7.01, the Seller may, with the Purchaser’s prior consent, within two (2) years from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any Substitute Mortgage Loan shall (a) have a principal balance at the time of substitution not in excess of the principal balance of the Deleted Mortgage Loan (the amount of any difference, plus one month’s interest thereon at the Mortgage Loan Remittance Rate borne by the Deleted Mortgage Loan, being paid by the Seller and deemed to be a Principal Prepayment to an account designated by the Purchaser), (b) have a Mortgage Interest Rate not less than, and not more than one percentage point greater than, the Mortgage Interest Rate of the Deleted Mortgage Loan or in the case of an Adjustable Rate Mortgage Loan, have the same index, a margin that is not less than the margin of the Deleted Mortgage Loan and Adjustment Dates that are the same frequency as that of the Deleted Mortgage Loan, (c) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the Deleted Mortgage Loan, (d) be, in the reasonable determination of the Purchaser, of the same type, quality and character (including location of the Mortgaged Property) as the Deleted Mortgage Loan as if the breach had not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that of the Deleted Mortgage Loan, (f) have the same lien priority as that of the Deleted Mortgage Loan and (g) be, in the reasonable determination of the Purchaser, in material compliance with the representations and warranties contained in this Agreement and described in Subsection 7.01 as of the date of substitution.

  

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(c)          The Seller shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan. The Monthly Payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller and the Monthly Payment on the Deleted Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

 

(d)          It is understood and agreed that the obligation of the Seller set forth in this Subsection 7.03 to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify the Purchaser pursuant to Subsection 12.01, constitutes the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Seller fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Subsection 7.03, or fails to cure a defective Mortgage Loan to the Purchaser’s reasonable satisfaction in accordance with this Subsection 7.03, or to indemnify the Purchaser pursuant to Subsection 12.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all available remedies. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Subsections 13.01 and 14.01.

 

(e)          Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 and 7.02 shall accrue as to any Mortgage Loan upon (i) notice thereof by the Purchaser to the Seller (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement.

 

(f)           In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, Purchaser may, in connection with any repurchase or substitution of a defective Mortgage Loan pursuant to this Subsection 7.03, require that the Seller deliver, at the Seller’s expense, an Opinion of Counsel to the effect that such repurchase or substitution will not (i) result in the imposition of taxes on “prohibited transactions” of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

 

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(g)          With respect to any Mortgage Loan listed as having mortgage insurance on the Mortgage Loan Schedule, regardless of whether the insurance is borrower paid or lender paid, if the mortgage insurer rejects, denies, or rescinds a claim on the basis of any defect in connection with the origination of the Mortgage Loan or the servicing of the Mortgage Loan prior to the Closing Date (a “mortgage insurer rejection”), other than as a result of the mortgage insurer’s breach of its obligations or as a result of the mortgage insurer's insolvency, the Seller shall either repurchase such Mortgage Loan at the Repurchase Price or pay the Purchaser the amount of such claim within thirty (30) days from the date of such mortgage insurer rejection.

 

(h)          The parties agree that the resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation of the Seller to repurchase a Mortgage Loan due to a breach of a representation or warranty contained in Section 7.01 hereof shall be by Arbitration.

 

If any allegation of a breach of a representation or warranty made in Section 7.01 has not been resolved to the satisfaction of both the Purchaser and the Seller, either party may commence Arbitration to resolve the dispute; provided that a party may commence Arbitration with respect to one or more unresolved allegations only during the months of January, April, July and October, and all matters with respect to which Arbitration has been commenced in any such month shall be heard in a single Arbitration in the immediately following month or as soon as practicable thereafter. To commence Arbitration, the moving party shall deliver written notice to the other party that it has elected to pursue Arbitration in accordance with this Section 7.03(h), provided that if the Seller has not responded to the Purchaser's notification of a breach of a representation and warranty, the Purchaser shall not commence Arbitration with respect to that breach before 60 days following such notification in order to provide the Seller with an opportunity to respond to such notification. Within 10 Business Days after a party has provided notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other party in writing. If the parties have not agreed on the selection of an Arbitrator within five Business Days after the first such submission, then the party commencing Arbitration shall, within the next 5 business days, notify the American Arbitration Association in New York, NY and request that it appoint a single Arbitrator with experience in arbitrating disputes arising in the financial services industry.

 

It is the intention of the parties that Arbitration shall be conducted in as efficient and cost-effective a manner as is reasonably practicable, without the burden of discovery. Accordingly, the Arbitrator will resolve the dispute on the basis of a review of the written correspondence between the parties (including any supporting materials attached to such correspondence) conveyed by the parties to each other in connection with the dispute prior to the delivery of notice to commence Arbitration; however, upon a showing of good cause, a party may request the Arbitrator to direct the production of such additional information, evidence and/or documentation from the parties that the Arbitrator deems appropriate. If requested by the Arbitrator or any party, any hearing with respect to an Arbitration shall be conducted by video conference or teleconference except upon the agreement of both parties or the request of the Arbitrator.

 

The finding of the Arbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the Arbitrator shall be shared equally between both parties. Each party, however, shall bear its own attorneys fees and costs in connection with the Arbitration.

  

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Subsection 7.04 Repurchase of Mortgage Loans With Early Payment Default.

 

If a Monthly Payment becomes Delinquent by one (1) or more scheduled Monthly Payments at any time on or prior to the first day of the third calendar month following the date of origination of the Mortgage Loan (or such other earlier date set forth in the related PPTL), then the Seller, at the Purchaser’s option, shall (a) promptly repurchase the related Mortgage Loan from the Purchaser in accordance with the procedures set forth in Subsection 7.03 hereof, however, any such repurchase shall be made at the Purchase Price, or (b) substitute a mortgage loan acceptable to the Purchaser in accordance with Subsection 7.03 hereof.

 

Subsection 7.05 Purchase Price Protection.

 

With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other earlier date set forth in the related PPTL), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date. Such payment shall be made within thirty (30) days of such payoff.

 

SECTION 8. Closing.

 

Subsection 8.01 Closing Conditions.

 

The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree.

 

The closing for each Mortgage Loan Package shall be subject to the satisfaction of each of the following conditions:

 

(a)          the Seller shall have delivered to the Purchaser the related Mortgage Loan Schedule and an electronic data file containing information on a loan-level basis;

 

(b)          all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Subsection 7.01, such other date specified therein) in all material respects and no default shall have occurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder;

 

(c)          the Purchaser shall have received from the custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;

  

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(d)          the Purchaser shall have received originals of the related PPTL executed by the Seller and a funding memorandum setting forth the Purchase Price(s) for the Mortgage Loan Package; and

 

(e)          all other terms and conditions of this Agreement and the related PPTL to be satisfied by the Seller shall have been complied with in all material respects.

 

Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the Seller on such Closing Date the Purchase Price for the related Mortgage Loan Package pursuant to Section 4 of this Agreement.

 

Subsection 8.02 Closing Documents.

 

(a)          On or before the initial Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:

 

(i)          this Agreement, in four counterparts;

 

(ii)         if requested by the Purchaser, a letter confirming the account name and number of the Custodial Account in a form to be provided by the Purchaser;

 

(iii)        if requested by the Purchaser, a letter confirming the account name and number of the Escrow Account in a form to be provided by the Purchaser; and

 

 

(b)          On or before each Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:

 

(i)          the related PPTL;

 

(ii)         the related Mortgage Loan Schedule;

 

(iii)        the Purchaser shall have received from its custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;

 

(iv)        a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable.

  

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SECTION 9. [Reserved.]

 

SECTION 10. Costs.

 

The Seller shall pay any commissions due its salespeople and the legal fees and expenses of its attorneys. The Purchaser shall pay the cost of delivering the Mortgage Files to the Purchaser or its designee, the cost of recording the Assignments of Mortgage and all other costs and expenses incurred in connection with the sale of the Mortgage Loans by the Seller to the Purchaser, including without limitation the Purchaser’s attorneys’ fees. The Seller shall pay the cost of delivering the Mortgage Loan Documents to the Purchaser or its designee for each related Closing Date.

 

SECTION 11. Interim Servicing; Servicing Transfer.

 

Subsection 11.01 Temporary Servicing of Mortgage Loans.

 

This Section 11 shall apply during the Interim Servicing Period, but only to the extent that funds collected and received pursuant to any Mortgage Loan during the Interim Servicing Period are payable to the Purchaser. All funds collected and received pursuant to each Mortgage Loan during the Interim Servicing Period that are payable to the Purchaser shall be applied in accordance with this Section 11 and the Servicing Transfer Instructions. All payments received in respect of the Mortgage Loans after the Servicing Transfer Date shall be applied in accordance with the Servicing Transfer Instructions. The Seller agrees to comply with the Customary Servicing Procedures during the Interim Servicing Period.

 

(a)          The Seller, as an independent contractor, shall service and administer the Mortgage Loans on behalf of the Purchaser from and after the Closing Date through the Servicing Transfer Date in accordance with this Agreement, the Servicing Transfer Instructions, Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alone or through subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement. The Seller may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Seller may delegate any of its duties under this Agreement to one or more of its affiliates without regard to any of the requirements of this section; provided, however, that the Seller shall not be released from any of its responsibilities hereunder by virtue of such delegation. The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Seller provided each subservicer is a Fannie Mae approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Seller shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Seller hereunder shall be reimbursable to the Seller as Servicing Advances), and the subservicer’s fee shall not exceed the Servicing Fee.

  

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(b)          It is further understood and agreed that the interim servicing obligations of the Seller hereunder shall be limited to such servicing and collection activities as are necessary for preserving the Purchaser’s interest in the Mortgage Loans on a temporary basis, and that the servicing of the Mortgage Loans is intended by Seller and Purchaser to be transferred to the Purchaser or its designee on or before the Servicing Transfer Date. In no event shall the Seller service, or bear any obligation for the servicing of, any Mortgage Loan into any Securitization Transaction, Whole Loan Transfer, or in connection with the reconstitution of any Mortgage Loan.

 

(c)          At the cost and expense of the Seller, without any right of reimbursement from the Custodial Account, the Seller shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Seller, at the Seller’s option, from electing to service the related Mortgage Loans itself. If the Seller’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Purchaser, the Seller shall at its own cost and expense terminate the rights and responsibilities of the subservicer as soon as is reasonably possible. The Seller shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Seller’s own funds without reimbursement from the Purchaser.

 

(d)          The Seller shall be entitled to enter into an agreement with the subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

 

(e)          Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Seller alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of the Purchaser to pay the subservicer’s fees and expenses. For purposes of distributions and advances by the Seller pursuant to this Agreement, the Seller shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment. The Seller shall not make any amendment to any agreement with a subservicer if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser.

 

(f)          The Seller shall not 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 without the prior written approval of the Purchaser.

 

(g)          Whether in connection with the foreclosure of a Mortgage Loan approved by the Purchaser or otherwise, the Seller shall from its own funds make all necessary and proper Servicing Advances; provided, however, that the Seller is not required to make a Servicing Advance unless the Seller determines in the exercise of its good faith judgment that such Servicing Advance would ultimately be recoverable from REO Disposition Proceeds, Insurance Proceeds or Condemnation Proceeds of the related Mortgaged Property (with respect to each of which the Seller shall have the priority described in Subsection 11.05 for purposes of withdrawals from the Custodial Account). Any Servicing Advance that would cause the amount of unreimbursed Servicing Advances for a particular Mortgage Loan to exceed $500 shall be made only after notification of the Purchaser.

  

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(h)          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 Seller has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the inspection, the Seller shall promptly provide the Purchaser with a written report of the environmental inspection. In the event (i) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (ii) the Purchaser directs the Seller to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller 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 fully to reimburse the Seller, the Seller shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Subsection 11.05 hereof. In the event the Purchaser directs the Seller not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Subsection 11.05 hereof. Servicing Advances for which the Seller has not been reimbursed as of the Servicing Transfer Date shall be reimbursed in accordance with the Servicing Transfer Instructions.

 

Subsection 11.02 Directions by Purchaser During Interim Servicing Period.

 

During the Interim Servicing Period, in the event that any payment due under any Mortgage Loan 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 Seller shall so notify the Purchaser and shall take such action as it is directed by the Purchaser.

 

Subsection 11.03 Collection of Mortgage Loan Payments.

 

Continuously from the date hereof until the earlier of (i) the date on which principal and interest on all Mortgage Loans are paid in full and (ii) the Servicing Transfer Date, the Seller will proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due and payable. Further, the Seller will in accordance with Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage, will become due and payable 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.

  

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Mortgage Loan payments received by the Seller will be deposited within one Business Day of receipt into a clearing account that is an Eligible Account. The Mortgage Loan payments may be commingled with payments of other mortgagors and investors for up to two Business Days prior to the Seller depositing the Mortgage Loan payments in the Custodial Account. Such clearing account shall not be used for operational or corporate purposes of the Seller.

 

Subsection 11.04 Establishment of Custodial Account; Deposits in Custodial Account.

 

The provisions that follow in this Section 11.04 shall be applicable only if the actual Servicing Transfer Date occurs more than two calendar months after the related Closing Date. If the following provisions are not applicable, the “Custodial Account” as used elsewhere in this Agreement shall mean the deposit or other account that the Seller maintains for purposes of collecting mortgage loan payments on behalf of third parties.

 

The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “Seller, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.

 

The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):

 

(a)          all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

 

(b)          all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate;

 

(c)          all Liquidation Proceeds;

 

(d)          all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy 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 Customary Servicing Procedures;

  

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(e)          all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures;

 

(f)          any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;

 

(g)          any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13;

 

(h)          all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; and

 

(i)          with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month.

 

The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account.

 

The funds in the Custodial Account shall remain uninvested.

 

Subsection 11.05 Withdrawals From the Custodial Account.

 

The Seller shall, from time to time during the Interim Servicing Period, withdraw funds from the Custodial Account for the following purposes:

 

(a)          to make payments to the Purchaser in the amounts and in the manner provided for in Subsection 11.15;

 

(b)          [reserved];

 

(c)          to reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances, the Seller’s right to reimburse itself pursuant to this subclause (c) 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 Seller from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Seller’s right thereto shall be prior to the rights of the Purchaser unless the Seller is required to repurchase a Mortgage Loan pursuant to Subsection 7.03, or the Seller is required to pay the Prepayment Interest Shortfall pursuant to Subsection 11.15, in which case the Seller’s right to such reimbursement shall be subsequent to the payment to the Purchaser of the related Repurchase Price pursuant to Subsection 7.03, and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

  

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(d)          to reimburse itself for unreimbursed Servicing Advances, to the extent that such amounts are nonrecoverable (as certified by the Seller to the Purchaser in an Officer’s Certificate) by the Seller pursuant to subclause (c) above, provided that the Mortgage Loan for which such advances were made is not required to be repurchased by the Seller pursuant to Subsection 7.03;

 

(e)          to reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;

 

(f)          [reserved];

 

(g)          to pay to itself any interest earned on funds deposited in the Custodial Account;

 

(h)          to withdraw any amounts inadvertently deposited in the Custodial Account; and

 

(i)           to clear and terminate the Custodial Account upon the termination of this Agreement.

 

Upon request, the Seller will provide the Purchaser with copies of reasonably acceptable invoices or other documentation relating to Servicing Advances that have been reimbursed from the Custodial Account.

 

Subsection 11.06 Establishment of Escrow Account; Deposits in Escrow Account.

 

The provisions that follow in this Section 11.06 shall be applicable only if the actual Servicing Transfer Date occurs more than two calendar months after the related Closing Date. If the following provisions are not applicable, the “Escrow Account” as used elsewhere in this Agreement shall mean the deposit or other account that the Seller maintains for purposes of collecting escrow payments for mortgage loans serviced on behalf of third parties.

 

The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively, the “Escrow Account”), titled “Seller, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” The Escrow Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of Seller), which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution for escrow accounts. The Escrow Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Escrow Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.

  

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The Seller shall deposit in the Escrow Account on a daily basis, and retain therein: (a) 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 and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Seller shall make withdrawals therefrom only in accordance with Subsection 11.07 hereof. As part of its interim servicing duties, the Seller shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law.

 

Subsection 11.07 Withdrawals From Escrow Account.

 

Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

 

Subsection 11.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder.

 

With respect to each Mortgage Loan, the Seller shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Seller in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Seller shall determine that any such payments are made by the Mortgagor. The Seller assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b). No costs incurred by the Seller or subservicers in effecting the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums shall, for the purpose of calculating remittances to the Purchaser, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

  

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Subsection 11.09 Transfer of Accounts.

 

The Seller may, with Purchaser's approval which shall not be unreasonably withheld, transfer the Custodial Account or the Escrow Account to an Eligible Account at a different depository institution.

 

Subsection 11.10 Maintenance of Hazard Insurance.

 

The Seller shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, in an amount which is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such flood insurance has been made available) the Seller will cause to be maintained a flood insurance policy meeting the requirements of the National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the minimum amount required under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance available under the National Flood Insurance Program. The Seller shall also maintain on REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood insurance in an amount required above. Any amounts collected by the Seller under any such policies (other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05. It is understood and agreed that no earthquake or other additional insurance need be required by the Seller of any Mortgagor or maintained on REO Property other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to the Seller, and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage to the Seller. The Seller shall not interfere with the Mortgagor’s freedom of choice in selecting either its insurance carrier or agent; provided, however, that unless otherwise required by the terms of the related Mortgage Note or applicable law, the Seller shall not accept any such insurance policies from insurance companies unless such companies are acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, and are licensed to do business in the state wherein the property subject to the policy is located.

 

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The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements and FHA or VA requirements, as applicable, unless otherwise required by the terms of the related Mortgage Note or applicable law.

 

Subsection 11.11 Maintenance of Primary Mortgage Insurance Policy; Claims.

 

With respect to each Mortgage Loan with a LTV in excess of 80%, the Seller shall promptly, without any cost to the Purchaser, maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy issued by a Qualified Insurer insuring the portion over 78% (or such other percentage in conformance with then current Fannie Mae requirements) until terminated pursuant to the Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other applicable federal, state or local law or regulation. In the event that such Primary Mortgage Insurance Policy shall be terminated other than as required by law, the Seller shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Mortgage Insurance Policy. If the insurer shall cease to be a Qualified Insurer, the Seller shall obtain from another Qualified Insurer a replacement Primary Mortgage Insurance Policy. The Seller shall not take any action which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Seller would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Subsection 11.18, the Seller shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Seller shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

 

In connection with its activities as interim servicer, the Seller agrees to prepare and present or to assist the Purchaser in preparing and presenting, on behalf of itself and the Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Subsection 11.04, any amounts collected by the Seller under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.

 

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Subsection 11.12 Fidelity Bond; Errors and Omissions Insurance.

 

The Seller shall maintain, 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. These policies must insure the Seller against losses resulting from fraud, theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Seller’s personnel, any employees of outside firms that provide data processing services for the Seller, and temporary contract employees or student interns. The Fidelity Bond shall also protect and insure the Seller 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 Subsection 11.12 requiring such Fidelity Bond and errors and omissions insurance shall diminish or relieve the Seller from its duties and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by FHA or VA, Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Guide, as amended or restated from time to time, as applicable, or in an amount as may be permitted to the Seller by express waiver of FHA or VA and Fannie Mae or Freddie Mac, as applicable. Upon request of the Purchaser, the Seller shall cause to be delivered to the Purchaser a certified true copy of such Fidelity Bond or a certificate evidencing the same with a statement that the Seller shall endeavor to provide written notice to the Purchaser thirty (30) days prior to modification or any material change.

 

Subsection 11.13 Title, Management and Disposition of REO Property.

 

Subject to Subsection 11.02, in the event that title to a 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 Purchaser or its nominee.

 

The Seller shall cause to be deposited on a daily basis in the Custodial Account all revenues received with respect to the conservation of the related REO Property. The Seller shall make distributions as required 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 below and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).

 

The disposition of REO Property shall be carried out by the Seller, subject to Subsection 11.01. The Purchaser shall pay the Seller a fee of 1.5% of the sales price for such REO Property for services associated with managing the REO Property through its disposition. Upon the request of the Purchaser, and at the Purchaser’s expense, the Seller shall cause an appraisal of the REO Property to be performed for the Purchaser.

 

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The Seller shall either itself or through an agent selected by the Seller, 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. Any disbursement in excess of $15,000 shall be made only with the prior written approval of the Purchaser. The Seller shall deduct the costs of managing, conserving, protecting and operating the REO Property from the proceeds of the sale of the REO Property (providing documentary evidence of such costs).

 

The Seller shall not accept any sale offer for an REO Property that is more than 10% below the Reconciled Market Value of the REO Property without the prior written consent of the Purchaser.

 

Subsection 11.14 Servicing Compensation.

 

As compensation for its interim servicing activities hereunder and subject to Subsection 11.15, the Seller shall be entitled to retain the Servicing Fee from interest payments actually collected on the Mortgage Loans. Additional servicing compensation in the form of assumption fees, late payment charges, fees related to the disposition of REO Property and other ancillary income shall be retained by the Seller to the extent not required to be deposited in the Custodial Account. The Seller shall be required to pay all expenses incurred by it in connection with its interim servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein. The Servicing Fee shall not be reduced by the amount of any guarantee fee payable to FHA or VA.

 

Subsection 11.15 Distributions.

 

On each Remittance Date the Seller shall remit by wire transfer of immediately available funds to the account designated in writing by the Purchaser of record on the preceding Record Date all amounts credited to the Custodial Account as of such date, net of charges against or withdrawals from the Custodial Account pursuant to Subsection 11.05(c) through (h).

 

Not later than each Remittance Date, the Seller shall from its own funds deposit in the Custodial Account an amount equal to the aggregate Prepayment Interest Shortfall due to either Partial Prepayment or Full Prepayment, if any, existing in respect of the related Principal Prepayment Period.

 

With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Seller shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time to time in The Wall Street Journal, or its successor, as the prime rate, adjusted as of the date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by the Seller to the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which such payment is made, both inclusive. The payment by the Seller of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Seller.

 

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Subsection 11.16 Statements to the Purchaser.

 

Not later than five (5) days prior to each related Remittance Date, the Seller shall forward to the Purchaser a statement in the form specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Seller by the Purchaser. Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months Delinquent. The Seller shall submit to the Purchaser monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported. The Seller shall also provide such information as set forth above to the Purchaser in electronic form in the Seller’s standard format, a copy of which has been provided by the Seller.

 

In addition, the Seller shall submit to the Purchaser monthly loan-by-loan default information including, without limitation, notes made and retained by the Seller in connection with servicing the defaulted loan, the reasons for the default, updated values of the Mortgaged Property, updated Credit Scores on the Mortgagor and information regarding Servicing Advances made.

 

The Seller shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental taxing authority, the Mortgagor or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Seller shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns as the Purchaser may reasonably request from time to time.

 

Subsection 11.17 [Reserved].

 

Subsection 11.18 Assumption Agreements.

 

The Seller will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided that, subject to the Purchaser’s prior approval, the Seller shall permit such assumption if so required in accordance with the terms of the Mortgage or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor prior to payment in full of the Mortgage Loan, the Seller will, 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, the Seller will not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. In connection with any such assumption, the outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Gross Margin (if applicable), the Initial Rate Cap (if applicable) or the Periodic Rate Cap (if applicable) of the related Mortgage Note shall not be changed, and the term of the Mortgage Loan will not be increased or decreased. If an assumption is allowed pursuant to this Subsection 11.18, the Seller with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into 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.

 

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Subsection 11.19 Satisfaction of Mortgages and Release of Mortgage Files.

 

Upon the payment in full of any Mortgage Loan, or the receipt by the Seller of a notification that payment in full will be escrowed in a manner customary for such purposes, the Seller will obtain the portion of the Mortgage File that is in the possession of the Purchaser or its designee, prepare and process any required satisfaction or release of the Mortgage and notify the Purchaser in accordance with the provisions of this Agreement. The Purchaser agrees to deliver to the Seller (or cause to be delivered to the Seller) the original Mortgage Note for any Mortgage Loan not later than five (5) Business Days following its receipt of a notice from the Seller that such a payment in full has been received or that a notification has been received that such a payment in full shall be made. Such Mortgage Note shall be held by the Seller, in trust, for the purpose of canceling such Mortgage Note and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent provided under any applicable federal or state law.

 

In the event the Seller grants a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage, the Seller shall remit to the Purchaser the Stated Principal Balance of the related Mortgage Loan by deposit thereof in the Custodial Account. The Fidelity Bond shall insure the Seller against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

 

Subsection 11.20 Seller Shall Provide Access and Information as Reasonably Required.

 

The Seller shall provide to the Purchaser, and for any Purchaser insured by the FDIC or NAIC, the supervisory agents and examiners of the FDIC and OCC or NAIC, access to any documentation regarding the Mortgage Loans which may be required by applicable regulations. Such access shall be afforded without charge, but only upon reasonable request, during normal business hours and at the offices of the Seller.

 

In addition, the Seller shall furnish upon request by the Purchaser, during the term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable and appropriate with respect to the purposes of this Agreement and applicable regulations. All such reports or information shall be provided by and in accordance with all reasonable instructions and directions the Purchaser may require. The Seller agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.

 

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Subsection 11.21 Inspections.

 

The Seller shall inspect the Mortgaged Property as often as deemed necessary by the Seller to assure itself that the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than forty-five (45) days delinquent, the Seller shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Customary Servicing Procedures or as may be required by the primary mortgage guaranty insurer. The Seller shall keep a written report of each such inspection and shall provide a copy of such inspection to the Purchaser upon the request of the Purchaser.

 

Subsection 11.22 Restoration of Mortgaged Property.

 

The Seller 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 Customary Servicing Procedures. For claims greater than $15,000, at a minimum, the Seller shall, to the extent permitted by the terms of the related Mortgage Note and applicable law, comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:

 

(a)          the Seller shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with respect thereto;

 

(b)          the Seller shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring waivers with respect to mechanics’ and materialmen’s liens;

 

(c)          the Seller shall verify that the Mortgage Loan is not in default; and

 

(d)          pending repairs or restoration, the Seller shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

 

If the Purchaser is named as an additional loss payee, the Seller is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Purchaser.

 

Subsection 11.23 Fair Credit Reporting Act.

 

The Seller, in its capacity as interim servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.

 

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Subsection 11.24 Transfer of Servicing to Purchaser.

 

The Seller shall cause all Servicing Rights and obligations with respect to the Mortgage Loans to be transferred to the Purchaser (or such person as the Purchaser may designate) on the Servicing Transfer Date. The Seller hereby agrees to comply with the Servicing Transfer Instructions attached hereto as Exhibit 4.

 

Subsection 11.25 Payments Received.

 

The Seller shall apply all payments received in respect of the Mortgage Loans during the Interim Servicing Period and after the Transfer Date in accordance with the Servicing Transfer Instructions.

 

SECTION 12. The Seller.

 

Subsection 12.01 Indemnification; Third Party Claims.

 

(a)          The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement.

 

(b)          The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this Agreement.

 

Subsection 12.02 Merger or Consolidation of the Seller.

 

The Seller will keep in full effect its existence, rights and franchises as a Virginia limited liability company, and will obtain and preserve its qualification to do business 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.

 

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Any Person into which the Seller may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to substantially all of the business of the Seller shall be the successor of the Seller 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.

 

Subsection 12.03 Limitation on Liability of the Seller and Others.

 

The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder. The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement.

 

SECTION 13.   Default.

 

Subsection 13.01 Events of Default.

 

In case one or more of the following Events of Default by the Seller shall occur and be continuing:

 

(a)          any failure by the Seller to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days;

 

(b)          failure by the Seller to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Seller as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser;

 

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(c)          a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;

 

(d)          the Seller shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to all or substantially all of the Seller’s property;

 

(e)          the Seller shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;

 

(f)          the Seller shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Seller’s obligations under this Agreement;

 

(g)          the Seller shall fail to meet the servicer eligibility qualifications of Fannie Mae or the Seller shall fail to meet the servicer eligibility qualifications of Freddie Mac, as applicable; or

 

(h)          the Seller shall fail to repurchase a Mortgage Loan within 30 days of the final decision of an Arbitrator that the Seller is obligated to repurchase such Mortgage Loan;

 

then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Seller under this Agreement and with respect to the Mortgage Loans and the proceeds thereof. Upon receipt by the Seller of such written notice from the Purchaser stating that it intends to terminate the Seller as a result of such Event of Default, all authority and power of the Seller under this Agreement, including any compensation due the Seller under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02. Upon written request from the Purchaser, the Seller shall prepare, execute and deliver to a successor 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 to the successor at the Seller’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans and, if prior to the Servicing Transfer Date, the payment of all costs relating to the transfer of servicing.

 

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Subsection 13.02 Waiver of Default.

 

The Purchaser may waive any default by the Seller 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 thereto except to the extent expressly so waived.

 

SECTION 14.  Termination.

 

Subsection 14.01 Termination.

 

If the Servicing Transfer Date has not occurred, the obligations and responsibilities of the Seller, as interim servicer of the Mortgage Loans, shall terminate upon (a) the distribution to the Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Seller) or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder. Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Purchaser’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

 

Subsection 14.02 Successors to the Seller as Interim Servicer.

 

Prior to the termination of the Seller’s responsibilities and duties under this Agreement pursuant to Subsections 13.01, 14.01 or 14.03, the Purchaser shall (a) succeed to and assume all of the Seller’s responsibilities, rights, duties and obligations under this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement upon such termination. 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 Seller’s duties, responsibilities and liabilities under this Agreement shall be terminated pursuant to the aforementioned Subsections, the Seller 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 Seller pursuant to the aforementioned Subsections shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event relieve the Seller of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available to the Purchaser under Subsection 7.03, it being understood and agreed that the provisions of such Subsections 7.01 and 7.02 shall be applicable to the Seller notwithstanding any such resignation or termination of the Seller, or the termination of this Agreement.

 

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Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller as interim servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or this Agreement pursuant to Subsections 13.01, 14.01 or 14.03 shall not affect any claims that the Purchaser may have against the Seller based upon facts and circumstances arising prior to any such termination or resignation.

 

The Seller shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller 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 Seller as servicer of the Mortgage Loans.

 

Upon a successor’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment.

 

Subsection 14.03 Termination of Interim Servicing by Purchaser.

 

The Seller shall not be entitled to any compensation related to any termination of its servicing rights and obligations under this Agreement. The Purchaser may terminate this Agreement without cause and transfer interim servicing to a successor interim servicer at any time. Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver, any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, and including the delivery to or at the direction of the Purchaser, all contents of the Mortgage Files in the possession of the Seller, at the Purchaser’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

 

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SECTION 15. Notices.

 

All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:

 

(a)if to the Purchaser:

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, CA 94941

Attention:  Loss Mitigation

Phone:  (415) 380-3445

Facsimile:  (415) 381-1773

 

with a copy to the General Counsel at the same address

 

(b)if to the Seller:

 

George Mason Mortgage, LLC

4100 Monument Corner Drive, Suite 100

Fairfax, VA 22030

Attention: Sue Spinetta

 

or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

 

SECTION 16.  Severability Clause.

 

Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

 

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SECTION 17.  No Partnership.

 

Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Seller shall be rendered as an independent contractor and not as agent for the Purchaser.

 

SECTION 18.  Counterparts.

 

This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

SECTION 19.  Governing Law; Choice of Forum; Waiver of Jury Trial.

 

EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE 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 THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER JURISDICTION.

 

EACH PARTY HERETO KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF IN ANY WAY RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Except as to those matters which this Agreement provides shall be submitted to Arbitration, with respect to any claim or action arising hereunder, the parties (a) irrevocably submit to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, New York, and appellate courts from any thereof, and (b) irrevocably waive any objection which such party may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and irrevocably waive any claim that any such suit action or proceeding brought in any such court has been brought in an inconvenient forum.

 

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SECTION 20.  Intention of the Parties.

 

It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.

 

It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

 

SECTION 21.  Waivers.

 

No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

SECTION 22.  Exhibits.

 

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

 

SECTION 23.  General Interpretive Principles.

 

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

 

(a)          the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

 

(b)          accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

 

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(c)          references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

 

(d)          the headings of the various articles, sections, subsections and paragraphs of this Agreement and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof;

 

(e)          reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

 

(f)          the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

 

(g)          the term “include” or “including” shall mean without limitation by reason of enumeration.

 

SECTION 24.  Reproduction of Documents.

 

This Agreement and all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

 

SECTION 25.  Amendment.

 

This Agreement may be amended from time to time by the Purchaser and the Seller by written agreement signed by the parties hereto.

 

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SECTION 26.  Confidentiality.

 

The Purchaser and the Seller 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 which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) 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) that is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a Securitization Transaction 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.

 

SECTION 27.  Entire Agreement.

 

This Agreement constitutes the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written agreements between them shall be deemed to have merged herewith.

 

SECTION 28.  Further Agreements.

 

The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

 

SECTION 29.  Successors and Assigns.

 

This Agreement shall bind and inure to the benefit of and be enforceable by the initial Purchaser and the Seller, and the respective successors and assigns of the Purchaser and the Seller. The initial Purchaser and any subsequent purchasers may assign this Agreement to any Person to whom any Mortgage Loan is transferred pursuant to a sale or financing without the consent of the Seller. Upon any such assignment, the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Mortgage Loans, shall be deemed to be a separate and distinct agreement between the Seller and such purchaser, and a separate and distinct agreement between the Seller and each other purchaser to the extent of the other related Mortgage Loan or Mortgage Loans. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser.

 

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SECTION 30.  Non-Solicitation.

 

From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits.

 

Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges.

 

Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.

 

SECTION 31. Protection of Consumer Information.

 

Each party agrees that it (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information, (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Seller, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access and (v) shall immediately notify the Seller of any actual or suspected breach of the confidentiality of Consumer Information.

 

SECTION 32. Cooperation of the Seller with a Reconstitution; Regulation AB Compliance.

 

(a)          The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:

 

(1)          one or more Whole Loan Transfers; and

 

(2)          one or more Securitization Transactions.

 

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(b)          The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith.

 

(c)          In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.

 

(d)          The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction.

 

(e)          In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction.

 

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(f)          Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

 

[SIGNATURES ON FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
   
  as Purchaser
   
  By: /s/ John Isbrandtsen
  Name: John Isbrandtsen
  Title: Authorized Officer
   
  GEORGE MASON MORTGAGE, LLC,
   
  as Seller
   
  By: /s/ Robert C. Brown, Jr.
  Name: Robert C. Brown, Jr.
  Title: President and CEO

 

[Flow Mortgage Loan Purchase and Sale Agreement, dated August 1, 2012]

 

 
 

 

EXHIBIT 1

 

MORTGAGE LOAN DOCUMENTS

 

With respect to each Mortgage Loan, the Mortgage Loan Documents shall consist of the following:

 

(a)          the original Mortgage Note bearing all intervening endorsements, endorsed in blank and signed in the name of the Seller by an officer thereof;

 

(b)          the original Assignment of Mortgage with assignee’s name left blank;

 

(c)          the original of any guarantee executed in connection with the Mortgage Note;

 

(d)          the original Mortgage with evidence of recording thereon, or if any such mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded mortgage, a photocopy of such mortgage certified by the Seller to be a true and complete copy of the original recorded mortgage;

 

(e)          the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;

 

(f)          the originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such intervening assignment of mortgage 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, a photocopy of such intervening assignment of mortgage, certified by the Seller to be a true and complete copy of the original recorded intervening assignment of mortgage;

 

(g)          the original mortgagee title insurance policy including an Environmental Protection Agency Endorsement and, with respect to any Adjustable Rate Mortgage Loan, an adjustable-rate endorsement;

 

(h)          the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and

 

(i)          a copy of any applicable power of attorney.

 

With respect to each Mortgage Loan that is secured by a first lien on and a perfected security interest in Co-op Shares and the related Proprietary Lease (as such terms are defined below) granting exclusive rights to occupy the related co-op unit in the building owned by the related co-op corporation, in lieu of delivering the documents listed above the Seller shall deliver the following documents to the Purchaser or its designee:

 

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(i)the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements;

 

(ii)the original security agreement;

 

(iii)the original lease on a co-op unit evidencing the possessory interest of the owner of the Co-op Shares in such co-op unit (the “Proprietary Lease”) and an original assignment of the Proprietary Lease in blank;

 

(iv)the original recognition agreement;

 

(v)the original stock certificate representing the shares of stock issued by a co-op corporation and allocated to a co-op unit (the “Co-op Shares”) and original stock power in blank;

 

(vi)the original UCC-1 financing statement with evidence of filing; and

 

(vii)the original UCC-3 assignment in blank.

 

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EXHIBIT 2

 

CONTENTS OF EACH MORTGAGE FILE

 

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, unless otherwise disclosed to the Purchaser on the data tape, which shall be delivered to the Purchaser, with a copy retained by the Seller as necessary:

 

(a)          The Mortgage Loan Documents as listed in Exhibit 1.

 

(b)          Residential loan application.

 

(c)          Mortgage Loan closing statement.

 

(d)          Verification of employment and income, including the executed 4506T if required.

 

(e)          Verification of acceptable evidence of source and amount of down payment.

 

(f)           Credit report on Mortgagor, in a form acceptable to either Fannie Mae or Freddie Mac.

 

(g)          Residential appraisal report.

 

(h)          Photograph of the Mortgaged Property.

 

(i)           Survey of the Mortgaged Property, unless a survey is not required by the title insurer.

 

(j)           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, home owner association declarations, etc.

 

(k)          Copies of all required disclosure statements.

 

(l)           If applicable, termite report, structural engineer’s report, water potability and septic certification.

 

(m)         Sales contract, if applicable.

 

(n)          The Primary Mortgage Insurance policy or certificate of insurance or electronic notation of the existence of such policy, where required pursuant to the Agreement.

 

(o)          Evidence of electronic notation of the hazard insurance policy, and, if required by law, evidence of the flood insurance policy.

 

(p)          Any documentation provided by the Mortgagor or obtained by the Seller in connection with the granting of any underwriting exception.

 

(q)          All other documentation involved in the underwriting or origination of the related Mortgage Loan.

 

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EXHIBIT 3

 

FORM OF Purchase Price and Terms Letter

 

CLOSING DATE: _______________

 

This Purchase Price and Terms Letter (this “PPTL”), dated as of _______ (the “Closing Date”), provides for the sale by George Mason Mortgage, LLC (the “Seller”) to Redwood Residential Acquisition Corporation (the “Purchaser”), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans described on the Mortgage Loan Schedule attached as Schedule I hereto (the “Mortgage Loans”), on a servicing released basis, pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the “Flow Purchase and Sale Agreement”), dated as of August 1, 2012, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller does hereby, sell, convey, assign and transfer to Purchaser without recourse, except as provided in the Flow Purchase and Sale Agreement, and on a servicing released basis, all right, title and interest of the Seller in and to each of the Mortgage Loans, including all payments of principal and interest received on the Mortgage Loans after the Cut-off Date, all other unscheduled collections collected in respect of the Mortgage Loans after the Cut-off Date, all proceeds of the foregoing and all documents maintained as part of the related Mortgage Files, subject, however, to the rights of the Seller under the Flow Purchase and Sale Agreement.

 

The Seller has delivered to the Purchaser or its designee prior to the date hereof the documents with respect to each Mortgage Loan required to be delivered under the Flow Purchase and Sale Agreement.

 

For purposes of the Mortgage Loans sold pursuant to this PPTL, certain terms shall be as set forth below:

 

Servicer: ________________________
Stated Principal Balance: $_______________________
Closing Date:   _______________________
Servicing Transfer Date:   _______________________
Cut-off Date:   _______________________
Purchase Price Percentage:   ________%
   

 

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In WITNESS WHEREOF, the parties hereto, by the hands of their duly authorized officers, execute this PPTL as of the Closing Date referred to above.

 

REDWOOD RESIDENTIAL
ACQUISITION CORPORATION
  GEORGE MASON MORTGAGE, LLC
as Seller
as Purchaser  
         
By:       By:    
         
Name:       Name:    
         
Its:       Its:    

 

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EXHIBIT 4

 

SERVICING TRANSFER INSTRUCTIONS

 

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EXHIBIT 5

 

FORM OF ASSIGNMENT OF REPRESENTATIONS
AND WARRANTIES AGREEMENT

 

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the [     ] day of [month], [year], among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), [TRUSTEE NAME], a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of [date] (the “Pooling and Servicing Agreement”), and [SELLER NAME], a [           ] (“Seller”).

 

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1 annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of [date], between Assignor and Seller (the “Purchase Agreement”) as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

 

Assignment

 

1.            Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by Seller pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

2.            Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by Seller pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, Depositor is released from all obligations under the Purchase Agreement, and Assignee hereby accepts such assignment from Depositor.

 

3.            Seller hereby acknowledges the foregoing assignments.

 

Representations and Warranties

 

4.            Assignor warrants and represents to, and covenants with, Depositor, Assignee and Seller as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

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(b)          Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of the representations and warranties to Assignee as contemplated herein, Assignee shall have good title to such representations and warranties under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

 

(c)          There are no offsets, counterclaims or other defenses available to Seller with respect to the Purchase Agreement;

 

(d)          Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

 

(e)          Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(f)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

5.            Depositor warrants and represents to, and covenants with, Assignor, Assignee and Seller that as of the date hereof:

 

(a)          Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

 

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(b)          Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(c)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

 

6.            Assignee warrants and represents to, and covenants with, Assignor, Depositor and Seller that as of the date hereof:

 

(a)          Assignee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

 

(b)          Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

 

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7.            Seller warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

(b)          Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

 

(c)          Seller has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Seller’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Seller’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Seller is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject. The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Seller. This Agreement has been duly executed and delivered by Seller and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(d)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Seller in connection with the execution, delivery or performance by Seller of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

Restated Seller Representations and Warranties

 

8.            Pursuant to Section 32(d) of the Purchase Agreement, Seller hereby restates to Depositor and Assignee (a) the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement as of the related Closing Date and (b) the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement as of the date hereof, as if such representations and warranties were set forth herein in full.

 

In the event of a breach of any representations and warranties referred to in clauses (a) or (b) above as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel Seller to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

 

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Recognition of Assignee

 

9.            From and after the date hereof, subject to Section 10 below, Seller shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time, as if Assignee and Seller had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement.

 

Enforcement of Rights

 

10.          (a)          Controlling Holder Rights. Seller agrees and acknowledges that [Sequoia Mortgage Funding Corporation], an Affiliate of the Depositor, in its capacity as the initial Controlling Holder pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee's rights as Purchaser under the following section of the Purchase Agreement:

 

Purchase Agreement:

 

Section or Subsection   Matter
     
7.03, other than 7.03(c)   Repurchase and Substitution

 

(b)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.

 

Amendments to Purchase Agreement

 

11.          The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

 

(a)          Definitions.

 

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(i)          The definitions of “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

 

 

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Illinois, Maryland, Minnesota, Missouri or New York, (iii) a day on which banks in the states of California, Illinois, Maryland, Minnesota, Missouri or New York, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.         

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held for future distribution in connection with such Mortgage Loan.

 

(b)          The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

 

Miscellaneous

 

12.          All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

 

(a)In the case of Seller,

 

[             ]

 

(b)In the case of Assignee,

 

[U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3D

St. Paul, Minnesota, 55107

Attention: Structured Finance – Sequoia Mortgage Loan Trust [    ]

 

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(c)In the case of Depositor,

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(d)In the case of Assignor,

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(e)In the case of Master Servicer,

 

[Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Electronic mail address: g=cts-spg-team-a-5@wellsfargo.com

Attention: Client Manager — Sequoia Mortgage Trust ]

 

(f)In the case of the initial Controlling Holder,

 

[Sequoia Mortgage Funding Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski]

 

with a copy to

 

General Counsel at the same address

 

13.          This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

 

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14.         No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

15.         This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or Seller may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or Seller, respectively, hereunder.

 

16.         This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by Seller pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

 

17.         This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

18.         The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. Seller hereby consents to such exercise and enforcement.

 

19.         It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by [U.S. Bank National Association (“U.S. Bank”)] not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Trust is made and intended not as a personal undertaking or agreement of or by U.S. Bank but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of U.S. Bank, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall U.S. Bank in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

5-8
 

 

20.          Master Servicer. Seller hereby acknowledges that the Assignee has appointed [Wells Fargo Bank, N.A.] to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of Seller hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

 

Seller shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #[             ]

Account Name: SAS Clearing

FFC: Account #[          ], Sequoia Mortgage Trust [          ]

Distribution Account

 

21.          Seller acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, Seller shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

 

22.          Rule 17g-5 Compliance. Seller hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2012-1” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify Seller in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. Seller shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between Seller, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to Seller or (ii) such Rating Agency’s or NRSRO’s evaluation of Seller’s operations in general; provided, however, that Seller shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

 

5-9
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

 

REDWOOD RESIDENTIAL ACQUISITION CORPORATION
Assignor
   
By:  
Name:  
Title:  
   
SEQUOIA RESIDENTIAL FUNDING, INC.
Depositor
   
By:  
Name:  
Title:  
   
[                                 ], not in its individual capacity but solely as Trustee,
Assignee
   
By:  
Name:  
Title:  
   
[SELLER]
   
By:  
Name:  
Title:  

 

Accepted and agreed to by:

 

[WELLS FARGO BANK, N.A.]

Master Servicer

 

By:  
Name:  
Title:  

 

5-10
 

 

ATTACHMENT 1

 

MORTGAGE LOAN SCHEDULE

 

 
 

 

ATTACHMENT 2

 

PURCHASE AGREEMENT

 

 
 

 

ADDENDUM I

 

REGULATION AB COMPLIANCE ADDENDUM

 TO FLOW PURCHASE AND SALE AGREEMENT

 

 

SECTION 1. DEFINED TERMS

 

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:

 

Commission: The United States Securities and Exchange Commission.

 

Company: George Mason Mortgage, LLC

 

Company Information: As defined in Section 2.04(a).

 

Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

 

Exchange Act: The Securities Exchange Act of 1934, as amended.

 

Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.

 

Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that this term shall not include the Purchaser or an affiliate of the Purchaser and provided further that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

 

I-1
 

 

Reconstitution Agreement: The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans, in connection with a Whole Loan Transfer or Securitization Transaction.

 

Regulation AB: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,505, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

 

Securities Act: The Securities Act of 1933, as amended.

 

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

 

Sponsor: With respect to any Securitization Transaction, the Person identified in writing to the Company by the Purchaser as sponsor for such Securitization Transaction.

 

Static Pool Information: Static pool information as described in Item 1l05(a)(l)-(3) and 1105(c) of Regulation AB.

 

Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Company, provided that this term shall not include originators of Mortgage Loans acquired by the Company from the Purchaser or an affiliate of the Purchaser.

 

Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.

 

I-2
 

 

SECTION 2. COMPLIANCE WITH REGULATION AB

 

Subsection 2.01 Intent of the Parties; Reasonableness.

 

The Purchaser and the Company acknowledge and agree that the purpose of this Regulation AB Addendum is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings. The Purchaser and the Company also acknowledge and agree that amendments to Regulation AB may become effective during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments.

 

Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Third-Party Originator and the Mortgage Loans reasonably believed by the Purchaser, the Master Servicer or any Depositor to be necessary in order to effect such compliance.

 

I-3
 

 

For purposes of this Regulation AB Addendum, the term “Purchaser” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and assigns. In addition, any notice or request that must be “in writing” or “written” may be made by electronic mail.

 

Subsection 2.02 Additional Representations and Warranties of the Company.

 

(a)          The Company shall be deemed to represent to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Company or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified in writing to the Company by the related Depositor of a type described in Item 1119 of Regulation AB.

 

(b)          If so requested in writing by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03, the Company shall use its best efforts to confirm in writing within five (5) Business Days, but in no event later than ten (10) Business Days, following such request the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide within five (5) Business Days, but in no event later than ten (10) Business Days, reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

 

Subsection 2.03 Information to Be Provided by the Company.

 

In connection with any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later than ten (10) Business Days, following written request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a) and (b) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (c) of this Section.

 

I-4
 

 

(a)          If so requested in writing by the Purchaser or any Depositor, the Company shall provide such information regarding (i) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(l), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:

 

(A)         the originator’s form of organization;

 

(B)         a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;

 

(C)         a description of any legal or governmental proceedings pending (or known to be contemplated) against the Company and each Third-Party Originator that would be material to securityholders; and

 

(D)         a description of any affiliation or relationship between the Company, each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

 

(1)          the sponsor;

(2)          the depositor;

(3)          the issuing entity;

(4)          any servicer;

(5)          any trustee;

(6)          any originator;

(7)          any significant obligor;

(8)          any enhancement or support provider; and

(9)          any other material transaction party.

 

(b)          If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information solely with respect to securitized pools of mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) that were included in securitizations that closed during the five (5) years preceding the closing date of the related Securitization Transaction. Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(3) of Regulation AB. To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each prior securitized pool shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in such prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.

 

I-5
 

 

Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph) during the applicable offering period for the securities, the Company shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Company.

 

If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Regulation AB Addendum), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to securitizations closed on or after January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.

 

(c)          For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, for so long as the Depositor is required to file reports under the Exchange Act with respect to a Securitization Transaction, the Company shall (or shall cause each Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings pending against the Company or any Third-Party Originator that would be material to securityholders and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, but only to the extent that such affiliations or relationships do not include the Purchaser, Depositor or any of their respective affiliates as a party, (C) any Event of Default of which it is aware or has received notice under the terms of the Agreement or any Reconstitution Agreement and (D) any merger or consolidation where the Company is not the surviving entity or sale of substantially all of the assets of the Company and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.

 

I-6
 

 

Subsection 2.04 Indemnification; Remedies.

 

The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

 

(a)          (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic format under this Section 2 by or on behalf of the Company, or provided under this Section 2 by or on behalf of any Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;

 

(b)          any breach by the Company of its obligations under this Section 2, including particularly any failure by the Company or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 2;

 

I-7
 

 

(c)          any breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, or

 

(d)          the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Section 2.

 

If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.

 

(e)          This indemnification shall survive the termination of the Agreement or the termination of any party to the Agreement.

 

Subsection 2.05 Third-party Beneficiary.

 

For purposes of this Regulation AB Addendum and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of the Agreement, entitled to all the rights and benefits hereof as if it were a direct party to the Agreement.

 

I-8

 

EX-10.9 14 v345546_ex10-9.htm PRIMELENDING PURCHASE AGREEMENT
 
EXHIBIT 10.9
 
 
EXECUTION COPY
 
 
FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
 
between
 
PrimeLending, a PlainsCapital Company
as Seller,
 
and
 
Redwood Residential Acquisition Corporation,
as Purchaser
 
January 30, 2011
 
Residential Mortgage Loans
 
(Servicing Released, Temporary Interim Servicing Period Only)
 

 
 

 
 
TABLE OF CONTENTS
    
   
Page
     
SECTION 1.
Definitions
1
     
SECTION 2.
Purchase and Conveyance
16
     
SECTION 3.
Mortgage Loan Schedule
16
     
SECTION 4.
Purchase Price
17
     
SECTION 5.
Examination of Mortgage Files
17
     
SECTION 6.
Delivery of Mortgage Loan Documents
17
     
Subsection 6.01
Possession of Mortgage Files
17
     
Subsection 6.02
Books and Records
18
     
Subsection 6.03
Delivery of Mortgage Loan Documents
18
     
Subsection 6.04
RESPA Notice and Helping Families Notice
19
     
SECTION 7.
Representations, Warranties and Covenants; Remedies for Breach
19
     
Subsection 7.01
Representations and Warranties Regarding Individual Mortgage Loans
19
     
Subsection 7.02
Seller Representations and Covenants
30
     
Subsection 7.03
Repurchase; Substitution
32
     
Subsection 7.04
Repurchase of Mortgage Loans With Early Payment Default
35
     
Subsection 7.05
Purchase Price Protection
36
     
SECTION 8.
Closing
36
     
Subsection 8.01
Closing Conditions
36
     
Subsection 8.02
Closing Documents
37
     
SECTION 9.
[Reserved.]
37
     
SECTION 10.
Costs
37
     
SECTION 11.
Interim Servicing; Servicing Transfer
38
     
Subsection 11.01
Temporary Servicing of Mortgage Loans
38
     
Subsection 11.02
Direction by Purchaser During Interim Servicing Period
40
     
Subsection 11.03
Collection of Mortgage Loan Payments
40
     
Subsection 11.04
Establishment of Custodial Account; Deposits in Custodial Account
40
     
Subsection 11.05
Withdrawals From the Custodial Account
42
     
Subsection 11.06
Establishment of Escrow Account; Deposits in Escrow Account
43
     
Subsection 11.07
Withdrawals From Escrow Account
43
 
 
i

 
 
   
Page
     
Subsection 11.08
Payment of Taxes, Insurance and Other Charges; Collections Thereunder
44
     
Subsection 11.09
Transfer of Accounts
44
     
Subsection 11.10
Maintenance of Hazard Insurance
44
     
Subsection 11.11
Maintenance of Primary Mortgage Insurance Policy; Claims
45
     
Subsection 11.12
Fidelity Bond; Errors and Omissions Insurance
46
     
Subsection 11.13
Title, Management and Disposition of REO Property
46
     
Subsection 11.14
Servicing Compensation
47
     
Subsection 11.15
Distributions
47
     
Subsection 11.16
Statements to the Purchaser
48
     
Subsection 11.17
[Reserved]
49
     
Subsection 11.18
Assumption Agreements
49
     
Subsection 11.19
Satisfaction of Mortgages and Release of Mortgage Files
49
     
Subsection 11.20
Seller Shall Provide Access and Information as Reasonably Required
50
     
Subsection 11.21
Inspections
50
     
Subsection 11.22
Restoration of Mortgaged Property
51
     
Subsection 11.23
Fair Credit Reporting Act
51
     
Subsection 11.24
Transfer of Servicing to Purchaser
51
     
Subsection 11.25
Payments Received
51
     
SECTION 12.
The Seller
52
     
Subsection 12.01
Indemnification; Third Party Claims
52
     
Subsection 12.02
Merger or Consolidation of the Seller
52
     
Subsection 12.03
Limitation on Liability of the Seller and Others
52
     
SECTION 13.
Default
53
     
Subsection 13.01
Events of Default
53
     
Subsection 13.02
Waiver of Default.
54
     
SECTION 14.
Termination
55
     
Subsection 14.01
Termination
55
     
Subsection 14.02
Successors to the Seller as Interim Servicer
55
     
Subsection 14.03
Termination of Interim Servicing by Purchaser.
56
     
SECTION 15.
Notices
56
 
 
ii

 
 
   
Page
     
SECTION 16.
Severability Clause
57
     
SECTION 17.
No Partnership
57
     
SECTION 18.
Counterparts
58
     
SECTION 19.
Governing Law; Choice of Forum; Waiver of Jury Trial
58
     
SECTION 20.
Intention of the Parties
59
     
SECTION 21.
Waivers
59
     
SECTION 22.
Exhibits
59
     
SECTION 23.
General Interpretive Principles
59
     
SECTION 24.
Reproduction of Documents
60
     
SECTION 25.
Amendment
60
     
SECTION 26.
Confidentiality
60
     
SECTION 27.
Entire Agreement
61
     
SECTION 28.
Further Agreements
61
     
SECTION 29.
Successors and Assigns
61
     
SECTION 30.
Non-Solicitation
61
     
SECTION 31.
Protection of Consumer Information
62
     
SECTION 32.
Cooperation of the Seller with a Reconstitution; Regulation AB Compliance
62
 
 
iii

 

EXHIBITS
 
EXHIBIT 1
MORTGAGE LOAN DOCUMENTS
   
EXHIBIT 2
CONTENTS OF EACH MORTGAGE FILE
   
EXHIBIT 3
UNDERWRITING GUIDELINES
   
EXHIBIT 4
[RESERVED]
   
EXHIBIT 5
FORM OF MONTHLY REMITTANCE REPORT
   
EXHIBIT 6
FORM OF PPTL
   
EXHIBIT 7
[RESERVED]
   
EXHIBIT 8
FORM OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN
   
EXHIBIT 9
MORTGAGE LOAN SCHEDULE
   
EXHIBIT 10
TRANSFER INSTRUCTIONS
   
ADDENDUM I
REGULATION AB COMPLIANCE ADDENDUM
 
 
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FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
 
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated January 30, 2011 is hereby executed by and between REDWOOD Redwood Residential Acquisition Corporation, a Delaware corporation, as purchaser (the “Purchaser”), and PrimeLending, a PlainsCapital Company, a Texas corporation, as seller (the “Seller”).
 
WITNESSETH:
 
WHEREAS, the Seller has agreed to sell from time to time to the Purchaser, and the Purchaser has agreed to purchase from time to time from the Seller, certain conventional, residential, first-lien mortgage loans (the “Mortgage Loans”) as described herein on a servicing released basis, and which shall be delivered as whole loans as provided herein; and
 
WHEREAS, the Mortgage Loans will be sold by the Seller and purchased by the Purchaser as pools or groups of whole loans on a servicing released basis (each, a “Mortgage Loan Package”) on the various Closing Dates as provided herein; and
 
WHEREAS, each of the Mortgage Loans will be 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 related Mortgage Loan Schedule which will be annexed to a PPTL (as defined herein) on the related Closing Date; and
 
WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance and control of the Mortgage Loans;
 
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree as follows:
 
SECTION 1.  Definitions.
 
For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.
 
Adjustable Rate Mortgage Loan:  A Mortgage Loan purchased pursuant to this Agreement which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.
  
Adjustment Date:  As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.

 
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Agency Transfer:  As defined in Section 32 of this Agreement.

Agreement:  This Flow Mortgage Loan Purchase and Sale Agreement including all exhibits, schedules, amendments and supplements hereto.

ALTA:  The American Land Title Association or any successor thereto.

Anti-Money Laundering Laws: As defined in Section 7.01(h).

Appraised Value:  With respect to any Mortgaged Property, the lesser of (i) the value (or Reconciled Market Value if more than one appraisal is received) thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value (or Reconciled Market Value if more than one appraisal is received) of the Mortgaged Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association  ("AAA"),  which shall be conducted in New York, New York or other place  mutually acceptable to the parties to the arbitration.

Arbitrator:  A person who is not affiliated with the Seller or the Purchaser,  who is a member of the American Arbitration Association.

Assignment of Mortgage:  An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.

Assumed Principal Balance:  As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan pursuant to Subsection 11.15 and representing payments or other recoveries of principal.

Balloon Mortgage Loan:  A Mortgage Loan that provided on the date of origination for monthly payments up to but not including the maturity date based on an amortization extending beyond its maturity date.

Business Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York or the State of California, or (iii) a day on which banks in the State of

 
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New York or the State of California are authorized or obligated by law or executive order to be closed.

Closing Date:  The date or dates, set forth in the related PPTL, on which the Purchaser will purchase and the Seller will sell the Mortgage Loans identified therein.

CLTA:  The California Land Title Association or any other successor thereto.

CLTV: Combined Loan-to-Value Ratio.

Code:  The Internal Revenue Code of 1986, as amended, or any successor statute thereto.

Commission:  The United States Securities and Exchange Commission.

Condemnation Proceeds:  All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

Consumer Information:  Any personally identifiable information in any form (written electronic or otherwise) relating to a Mortgagor, including, but not limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship with the Company or the originator of the related Mortgage Loan; and any other non-public personally identifiable information.

Cooperative Corporation:  With respect to any Cooperative Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Project and grants occupancy rights to units therein to stockholders through Cooperative Leases or similar arrangements.

Cooperative Lease:  The lease on a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares in such Cooperative Unit.

Cooperative Loan: A Mortgage Loan that is secured by a first lien on and perfected security interest in Cooperative Shares and the related Cooperative Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.
 
 
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Cooperative Project: With respect to any Cooperative Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements.

Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by a stock certificate.

Cooperative Unit:  With respect to a Cooperative Loan, a specific unit in a Cooperative Project.

Credit Score: The credit score for each Mortgage Loan shall be the minimum of all credit bureau scores obtained at origination or such other time by the Seller.  When there is more than one applicant, the lowest of the applicants’ Credit Scores will be used.  There is only one (1) score for any loan regardless of the number of borrowers and/or applicants.

Custodial Account:  As defined in Subsection 11.04.

Customary Servicing Procedures:  With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates, or as such mortgage servicing practices may change from time to time.

Cut-off Date:  With respect to each Mortgage Loan, the first day of the month of the related Closing Date as set forth in the related PPTL.

Deleted Mortgage Loan:  A Mortgage Loan replaced or to be replaced with a Substitute Mortgage Loan in accordance with this Agreement.

Due Date:  The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

Eligible Account:  Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) any other account acceptable to each Rating Agency.  If the short-term credit rating of the depository institution or trust company that maintains the account or accounts falls below the

 
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highest short-term rating of any Rating Agency, the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within 30 days of such downgrade.

Eligible Investments:  Any one or more of the following obligations or securities:

(i)           direct obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

(ii)          (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each Rating Agency or in the highest rating category with respect to short-term obligations and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

(iii)         repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i)  above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;

(iv)         securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in one of the two highest rating categories for long-term unsecured debt or in the highest rating category with respect to short-term obligations by each Rating Agency at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;

(v)          commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated in the highest rating category by each Rating Agency at the time of such investment;

(vi)         any other demand, money market or time deposit, obligation, security or investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency; and

 
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(vii)        any money market funds the collateral of which consists of obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (which may include repurchase obligations secured by collateral described in clause (i)) and other securities and which money market funds are rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt or in the highest rating category by each Rating Agency with respect to short-term obligations.

provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.

Escrow Account:  As defined in Subsection 11.06.

Escrow Payments:  The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

Event of Default:  Any one of the conditions or circumstances enumerated in Subsection 13.01.

Fannie Mae:  The entity formerly known as the Federal National Mortgage Association or any successor thereto.

Fannie Mae Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto in effect on and after the related Closing Date.

FDIC:  The Federal Deposit Insurance Corporation or any successor thereto.

FDPA: The Flood Disaster Protection Act of 1973, as amended.

FHFA:  The Federal Housing Finance Agency or any successors thereto.

Fidelity Bond:  The fidelity bond required to be obtained by the Servicer pursuant to Subsection 11.12.

 
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FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.

First Remittance Date:  With respect to each Mortgage Loan Package, the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the calendar month immediately following the Closing Date; provided, however, if the Servicing Transfer Date is not one (1) or more Business Days prior to the first day of such calendar month, such date will be the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the next succeeding calendar month.

Freddie Mac:  The entity formerly known as the Federal Home Loan Mortgage Corporation or any successor thereto.

Freddie Mac Guide:  The Freddie Mac Single Family Seller/Servicer Guide and all amendments or additions thereto in effect on and after the related Closing Date.

Full Prepayment:  Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and 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.

GAAP:  Generally accepted accounting principles consistently applied.

Gross Margin:  With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage Loan.

Helping Families Act: As defined in Subsection 6.04.

Home Valuation Code of Conduct: The Home Valuation Code of Conduct effective as of May 1, 2009, as amended and in effect from time to time.

HUD:  The United States Department of Housing and Urban Development or any successor thereto.

Index:  With respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.

Initial Rate Cap:  With respect to each Adjustable Rate Mortgage Loan and the initial Adjustment Date therefor, a number of percentage points per annum that is set forth in the Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by

 
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which the Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase or decrease from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.

Insurance Proceeds:  With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Interim Servicing Officer: Any officer of the Seller involved in, or responsible for, the interim administration and servicing of the Mortgage Loans whose name appears on a list of officers furnished to the Purchaser by the Seller, as such list may be amended from time to time.

Interim Servicing Period: The period from the Closing Date to the related Servicing Transfer Date.

IO Adjustable Rate Mortgage Loan:  An Adjustable Rate Mortgage Loan with respect to which accrued interest only is payable by a Mortgagor on each Due Date until the IO Conversion Date.

IO Conversion Date:  With respect to an IO Adjustable Rate Mortgage Loan, the date that references the end of the “interest only period” applicable thereto.

Lifetime Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the provisions of the related Mortgage Note.

Liquidation Proceeds:  The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.

Loan-to-Value Ratio:  With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a percentage, on such date of the outstanding principal balance of the Mortgage Loan, to the Appraised Value of the related Mortgaged Property.

LPMI: Lender paid mortgage insurance.

LTV:  Loan-to-Value Ratio.
 
Master Servicer:  With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.

 
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MERS:  Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS Mortgage Loan:  Any Mortgage Loan registered with MERS on the MERS System.
 
MERS System:  The system of recording transfers of mortgages electronically maintained by MERS.
 
MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.
 
Minimum Interest Rate:  With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased.

Monthly Payment:  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

Mortgage:  The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.

Mortgage File:  With respect to each Mortgage Loan, all documents involved in the origination, underwriting (including documented compensating factors pertaining to exceptions) and servicing of the Mortgage Loan, including but not limited to the documents specified in Exhibit 2, and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Interest Rate:  With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest rate imposed by the Initial Rate Cap, the Periodic Rate Cap, the Minimum Interest Rate and the Lifetime Rate Cap, if any.

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 related Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage File, the Servicing File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, any escrow accounts related to the Mortgage Loan, the Servicing Rights and all other rights, benefits, proceeds and

 
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obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.

Mortgage Loan Documents:  With respect to any Mortgage Loan, the documents listed in Exhibit 1 hereto.

Mortgage Loan Package:  The pool or group of whole loans purchased on a Closing Date, as described in the Mortgage Loan Schedule annexed to the related PPTL.
 
Mortgage Loan Remittance Rate:  With respect to any Mortgage Loan, the annual rate of interest payable to the Purchaser, which shall be equal to the related Mortgage Interest Rate minus the related Servicing Fee Rate.
 
Mortgage Loan Schedule:  The schedule of Mortgage Loans prepared for each Closing Date, such schedule setting forth the information with respect to each Mortgage Loan included on Exhibit 9 hereto.

Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage or, in the case of a Cooperative Loan, secured by the Cooperative Shares and the Cooperative Lease.

Mortgaged Property:  The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling.

Mortgagee:  The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.

Mortgagor:  The obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.

NAIC:  The National Association of Insurance Commissioners or any successor organization.

Officer’s Certificate:  A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President of the Person on behalf of whom such certificate is being delivered.

Opinion of Counsel:  A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed.

OTS:  The Office of Thrift Supervision or any successor thereto.

 
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Partial Prepayment:  Any payment of principal on a Mortgage Loan, other than a Full Prepayment, which is received in advance of its scheduled Due Date and 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.
 
Periodic Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any Adjustment Date as provided in the related Mortgage Note, if applicable.

Person:  An individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Prepayment Interest Shortfall:  As to any Remittance Date and any Mortgage Loan, (a) if such Mortgage Loan was the subject of a Full Prepayment during the related Principal Prepayment Period, the excess of one month’s interest (adjusted to the Mortgage Loan Remittance Rate) on the Assumed Principal Balance of such Mortgage Loan outstanding immediately prior to such prepayment, over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the Mortgagor in respect of such Principal Prepayment Period, and (b) if such Mortgage Loan was the subject of a Partial Prepayment during the related Principal Prepayment Period, an amount equal to the excess of one month’s interest at the Mortgage Loan Remittance Rate on the amount of such Partial Prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Partial Prepayment during such Principal Prepayment Period.

Prepayment Penalty:  With respect to each Mortgage Loan, the penalty if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.

Primary Mortgage Insurance Policy:  A policy of primary mortgage guaranty insurance.

Principal Prepayment:  Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Penalty or premium thereon and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Prepayment Period:  As to any Remittance Date, the calendar month preceding the calendar month in which such Remittance Date occurs.

Purchase Price:  The price paid on the related Closing Date by the Purchaser to the Seller pursuant to this Agreement in exchange for the Mortgage Loans included in the related Mortgage Loan Package, as calculated pursuant to Section 4 and the related PPTL.
 
 
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Purchase Price Percentage:  For each Mortgage Loan included in a Mortgage Loan Package, the percentage of par set forth in the related PPTL that is used to calculate the Purchase Price of the Mortgage Loans included in such Mortgage Loan Package.

PPTL:  With respect to each Mortgage Loan and Mortgage Loan Package, the Purchase Price and Terms Letter, substantially in the form of Exhibit 6 attached hereto, confirming the sale by Seller and the purchase by the Purchaser of the Mortgage Loan Package on the related Closing Date.

Purchaser:  The Person listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms of this Agreement.

Qualified Appraiser:  With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Home Valuation Code of Conduct) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

Qualified Insurer:  An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided by the insurance policy issued by it, approved as an insurer by Fannie Mae and Freddie Mac.

Rating Agencies: Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc. or, in the event that some or all ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.

Reconstitution Agreement:  The agreement or agreements entered into by the Seller and the Purchaser and certain third parties on the Reconstitution Date or Reconstitution Dates with respect to any or all of the Mortgage Loans conveyed hereunder, in connection with a Whole Loan Transfer or a Securitization Transaction as provided in Subsection 32.01.

Reconciled Market Value: The estimated market value of the Mortgaged Property or REO Property that is reasonably determined by the Seller based on different results obtained from different permitted valuation methods or at different time periods, all in accordance with Customary Servicing Procedures.

Reconstitution Date:  The date or dates on which any or all of the Mortgage Loans are reconstituted as part of a Whole Loan Transfer or Securitization Transaction pursuant to Section 32 hereof.

 
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Record Date:  The close of business of the last Business Day of the month preceding the month of the related Remittance Date or, in the case of a Remittance Date that is the Servicing Transfer Date, the Business Day prior to the Servicing Transfer Date.

Refinanced Mortgage Loan:  A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

Regulation AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.  §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Regulation AB Compliance Addendum:  Addendum I attached hereto and incorporated herein by reference thereto.

REMIC:  A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

Remittance Date:  (a) The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of any month, beginning with the First Remittance Date with respect to each Mortgage Loan Package, and (b) the Servicing Transfer Date.

REO Disposition:  The final sale by the Seller or the Purchaser of an REO Property.

REO Disposition Proceeds:  All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.

REO Property:  A Mortgaged Property acquired by or on behalf of the Purchaser through foreclosure or deed in lieu of foreclosure as described in Subsection 11.13.

Repurchase Price:  With respect to any Mortgage Loan, a price equal to (i) the product of the Purchase Price Percentage and the Stated Principal Balance of the Mortgage Loan, plus, (ii) interest on such outstanding principal balance at the related Mortgage Loan Interest Rate from the last date through which interest was last paid and distributed to the Purchaser to the last day of the month in which such repurchase occurs, plus, (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased.

 
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Residential Dwelling:  Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit development, none of which is a cooperative, mobile or manufactured home.

Securities Act:  The Securities Act of 1933, as amended.

Securitization Transaction:  Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

Seller: PrimeLending, a PlainsCapital Company, or its successor in interest or any successor to the Seller under this Agreement appointed as herein provided.

Servicer:  The servicer set forth in the related PPTL.

Servicing Advances:  All customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance by the Servicer 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 the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, and (d) payments made by the Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.

Servicing Fee:  With respect to each Mortgage Loan, the fee the Purchaser shall pay to the Seller to interim service the Mortgage Loans, which shall, for each month, be equal to one-twelfth of the product of the applicable Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan (pro-rated with respect to partial months).  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 payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Subsection 11.05) of related Monthly Payments collected by the Seller, or as otherwise provided under Subsection 11.05.
 
Servicing Fee Rate:  With respect to each Mortgage Loan, the per annum rate set forth on the related Mortgage Loan Schedule or if not specified thereon, in the related PPTL.

 
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Servicing File:  With respect to each Mortgage Loan, the documents pertaining thereto specified in Exhibit 2 and copies of all documents for such Mortgage Loan specified in Exhibit 1.

Servicing Rights: With respect to each Mortgage Loan, any and all of the following: (a) all rights to service the Mortgage Loan; (b) all rights to receive the Servicing Fees, additional servicing compensation (including, without limitation, any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loan, and income on escrow accounts or other receipts on or with respect to the Mortgage Loan), reimbursements or indemnification for servicing the Mortgage Loan, and any payments received in respect of the foregoing and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other similar payments with respect to the Mortgage Loans and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by applicable law; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) possession and use of any and all Mortgage Loan Documents and Mortgage Files pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; (g) all rights, powers and privileges incident to any of the foregoing; and (h) all agreements or documents creating, defining or evidencing any of the foregoing rights to the extent they relate to such rights.

Servicing Transfer Date:  The date or dates, set forth in the related PPTL and the Servicer will begin servicing the Mortgage Loans for the benefit of the Purchaser.

Servicing Transfer Instructions:  The servicing transfer instructions in the form of Exhibit 10 hereto.

Stated Principal Balance:  As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan as of the first day of the month for which such calculation is being made after giving effect to the principal portion of any Monthly Payments due on or before such date, whether or not received, as well as any Principal Prepayments received before such date, minus, without duplication, (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal, or advances in lieu thereof.

Substitute Mortgage Loan:  A mortgage loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, be approved by the Purchaser and meet the conditions described in Section 7.03(b) of this Agreement.

Underwriting Guidelines:  As to each Mortgage Loan Package, the written underwriting guidelines in effect as of the origination date of such Mortgage Loans, attached hereto as Exhibit 3, as may be updated and incorporated into Exhibit 3 from time to time by attaching such updates to the PPTL.

 
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USA Patriot Act: Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

USPAP: The Uniform Standards of Professional Appraisal Practice, as amended and in effect from time to time.

Whole Loan Transfer:  Any sale or transfer by the Purchaser of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.
 
SECTION 2.  Purchase and Conveyance.
  
The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, other than the servicing rights to such Mortgage Loans.

With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date).  The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance.  Such Monthly Payments shall be the property of the Purchaser.  If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof.  If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.
 
SECTION 3.  Mortgage Loan Schedule.
  
The Seller shall deliver the Mortgage Loan Schedule (which will be annexed to the related PPTL) to the Purchaser at least two (2) Business Days prior to the related Closing Date.

 
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SECTION 4.  Purchase Price.
 
The Purchase Price for the Mortgage Loans being acquired on a Closing Date shall be equal to the sum of (a) the product of (i) the Purchase Price Percentage stated in the related PPTL (subject to adjustment as provided therein) and (ii) the Stated Principal Balance of the Mortgage Loans listed on the related Mortgage Loan Schedule, plus (b) an amount equal to accrued interest on the aggregate Stated Principal Balance of the Mortgage Loans at the weighted average Mortgage Interest Rate of such Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, both inclusive (assuming 30/360) (the “Purchase Price”). If so provided in the related PPTL, portions of the Mortgage Loans shall be priced separately.
 
The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans shall be paid on the related Closing Date by wire transfer of immediately available funds.
 
SECTION 5.  Examination of Mortgage Files.
  
The Seller shall, at the direction of the Purchaser, deliver to the Purchaser or its designee in escrow, for examination and retention, with respect to each Mortgage Loan to be purchased on the related Closing Date, the related Mortgage File in hard copy or  in digital format on compact disks or DVD.  Such examination may be made by the Purchaser or its designee at any reasonable time before or after the related Closing Date.  The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loan package without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s (or any of its successors’) rights to demand repurchase or other relief or remedy provided for in this Agreement.
 
SECTION 6.  Delivery of Mortgage Loan Documents.
 
Subsection 6.01  Possession of Mortgage Files.
  
Originals or copies of all documents, including but not limited to the documents listed on Exhibit 2 and comprising the Mortgage File, other than the Mortgage Loan Documents, shall be delivered to the Purchaser or its designee on or prior to the related Closing Date.  During the Interim Servicing Period, originals of the contents of each Mortgage File not delivered to the Purchaser or the custodian appointed by the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof and shall be available for review by the Purchaser upon request.  The Seller’s possession of any portion of each such Mortgage File is at the will of the Purchaser, and such retention and possession by the Seller shall be in a custodial capacity only.  The ownership of each Mortgage Note, Mortgage and the contents of each Mortgage File is vested 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 Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only.  The copies of the Mortgage File retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Seller’s computer system to reflect clearly the ownership of

 
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such related Mortgage Loan by the Purchaser.  The Seller shall release from its custody the contents of any Mortgage File retained by it only in accordance with this Agreement and the Servicing Transfer Instructions, except when such release is required in connection with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this Agreement or if required under applicable law or court order.
 
Subsection 6.02  Books and Records.
  
The sale of each Mortgage Loan will be reflected on the Seller’s balance sheet and other financial statements as a sale of assets by the Seller.  The Seller shall maintain a complete set of books and records for the Mortgage Loans sold by it which shall be appropriately identified in the Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser.

In addition to the foregoing, the Seller shall provide to any supervisory agents or examiners that regulate the Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to the Seller and without charge to the Seller or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.
 
Subsection 6.03  Delivery of Mortgage Loan Documents.
  
The Seller shall deliver and release to the Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents no later than four (4) Business Days prior to the related Closing Date or, upon the request of the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 120 days from the Closing Date, deliver such original recorded documents to the Purchaser or the appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office).  If delivery is not completed within 120 days of the related Closing Date solely because such documents shall not have been returned by the appropriate recording office, the Seller shall deliver such document to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate.  In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation.  The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date.  If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall repurchase such Mortgage Loan in such manner set forth in Section 7.03.
 
 
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Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder.

If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance with Section 7.03.

The Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into within one week of their execution and shall also 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 five (5) days of its return from the appropriate public recording office.
 
Subsection 6.04  RESPA Notice and Helping Families Notice
 
(a)           Prior to each Servicing Transfer Date, the Seller shall furnish to the applicable Mortgagors notices required under the Real Estate Settlement Procedure Act (“RESPA”) within the time frames required by RESPA.
 
(b)           Within thirty (30) days following the Closing Date in respect of a Mortgage Loan, the Seller shall furnish to the Mortgagor of such Mortgage Loan the notice required by Section 404 of the Helping Families Save Their Homes Act of 2009 (the “Helping Families Act”) in accordance with the provisions of the Helping Families Act.
 
SECTION 7.  Representations, Warranties and Covenants; Remedies for Breach.
 
Subsection 7.01  Representations and Warranties Regarding Individual Mortgage Loans.
  
The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date or such other date specified herein:
 
(a)           Property Valuation:  Each Mortgage File contains a written appraisal prepared by an appraiser licensed or certified by the applicable governmental body in which the mortgaged property is located and in accordance with the requirements of Title XI of FIRREA.  The appraisal was written, in form and substance, to (i) customary Fannie Mae or Freddie Mac standards for mortgage loans of the same type as such Mortgage Loans and (ii) USPAP standards, and satisfies applicable legal and regulatory requirements. The appraisal was made and signed prior to the final approval of the Mortgage Loan application.  The person performing any property valuation (including an appraiser) received no benefit from, and such person's compensation or flow of business from the originator was not affected by, the approval or disapproval of the Mortgage Loan.  The selection of the person performing the property valuation was made independently of the broker (where applicable) and the originator's loan

 
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sales and loan production personnel. The selection of the appraiser met the criteria of Fannie Mae and Freddie Mac for selecting an independent appraiser.
 
(b)           Income/Employment/Assets:  With respect to each Mortgage Loan the originator verified the borrower's income, employment, and assets in accordance with its written Underwriting Guidelines and employed procedures designed to authenticate the documentation supporting such income, employment, and assets. Such verification includes the transcripts received from the Internal Revenue Service pursuant to a filing of IRS Form 4506-T. With respect to each Mortgage Loan, in order to test the reasonableness of the income, the originator used (i) transcripts received from the IRS pursuant to a filing of IRS Form 4506-T (to the extent specified in the Mortgage Loan Schedule) or (ii) public and/or commercially available information acceptable to the Purchaser.
 
(c)           Occupancy:  The originator has given due consideration to factors, including but not limited to, other real estate owned by the borrower, commuting distance to work, appraiser comments and notes, the location of the property and any difference between the mailing address active in the servicing system and the subject property address to evaluate whether the occupancy status of the property as represented by the borrower is reasonable.  All owner occupied properties are, to the best of Seller’s knowledge, occupied by the owner at the time of purchase of the mortgage.
 
(d)           Data:  The information set forth in the related Mortgage Loan Schedule, including any diskette or other related data tapes sent to the Purchaser, is complete, true and correct in all material respects. The information on the Mortgage Loan Schedule and the information provided are consistent with the contents of the originator's records and the Mortgage File.  The Mortgage Loan Schedule contains all the fields indicated in Exhibit 9.  Any seller or builder concession has been subtracted from the Appraised Value of the Mortgaged Property for purposes of determining the LTV and CLTV. Except for information specified to be as of the origination date of the Mortgage Loan, the Mortgage Loan Schedule contains the most current information possessed by the originator.  No appraisal or other property valuation referred to or used to determine any data listed on the Mortgage Loan Schedule was more than 3 months old at the time of the Mortgage Loan closing.
 
(e)           Fraud:   No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to the Mortgage Loan has taken place on the part of the Mortgagor, the Seller or any other Person, including, without limitation, any appraiser, title company, closing or settlement agent, realtor, builder or developer or any other party involved in the origination or sale of the Mortgage Loan or the sale of the Mortgaged Property, that would impair in any way the rights of the Purchaser in the Mortgage Loan or Mortgaged Property or that violated applicable law.
 
(f)           Underwriting; Collection Practices; Escrow Payments:   Each Mortgage Loan either (i) was underwritten in conformance with the originator's Underwriting Guidelines in effect at the time of origination without regard to any underwriter discretion or (ii) if not underwritten in conformance with the originator's guidelines, has reasonable and documented compensating factors. The methodology used in underwriting the extension of credit for the Mortgage Loan includes objective mathematical principles that relate to the relationship between

 
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the borrower's income, assets and liabilities and the proposed payment.  The Credit Score used in applying the originator's Underwriting Guidelines was the lowest Credit Score received by an applicant.  With respect to escrow deposits and mortgage escrow accounts, all such payments are in the possession of Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item subject to an escrow requirement which remains unpaid and which has been assessed but is not yet due and payable. Except in connection with a modification disclosed on the Mortgage Loan Schedule and contained in the Servicing File, no escrow deposits or escrow payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, all mortgage interest rate adjustments and monthly payment adjustments have been made in strict compliance with Customary Servicing Procedures, and, as of the applicable Transfer Date, Seller’s servicing system has been updated to reflect any such adjustments. The Seller executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the monthly payment adjustments. Any interest required to be paid to the Mortgagor pursuant to state, federal and local law has been properly paid and credited.
 
(g)           Mortgage Insurance:  Except as indicated for pledged asset loans, if a Mortgage Loan has an LTV greater than 80%, the Mortgage Loan has mortgage insurance in accordance with the terms of the Fannie Mae Guide or the Freddie Mac Guide and is insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect and all premiums due thereunder have been paid. No action, inaction or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and to pay all premiums and charges in connection therewith. To the extent a Mortgage Loan is insured under an LPMI policy, the Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such premium.
 
(h)           Regulatory Compliance:  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, fair housing, or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects.  No Mortgage Loan is a “high cost” or “covered” loan, as defined by any applicable federal, state or local predatory or abusive lending law, and no Mortgage Loan has a percentage listed under the Indicative Loss Severity Column (the column that appears in the Standard & Poor's Anti-Predatory Lending Law Update Table, included in the then-current Standard & Poor's LEVELS® Glossary of Terms on Appendix E). Any breach of this representation shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan.  No Mortgage Loan secured by property located in the State of Georgia was originated on or after October 1, 2002 and prior to March 7, 2003. No Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as defined under the Georgia Fair Lending Act.   No borrower was encouraged or required to select a loan product offered by an originator that was a higher cost product designed for less-creditworthy borrowers, unless at the time of the Mortgage

 
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Loan's origination, such borrower did not qualify, taking into account credit history and debt-to-income ratios, for a lower cost credit product then offered by such originator or any affiliate of such originator.   To the best of Seller’s knowledge, there does not exist on the related Mortgaged Property any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation including, without limitation, asbestos.  There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of such Mortgaged Property.  The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. The servicing of each Mortgage Loan prior to the related Closing Date complied in all material respects with the Customary Servicing Procedures and all then-applicable federal, state and local laws.  Any breach of any representations made in this clause (h) shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan.
 
(i)            Borrower: As of the related Closing Date, the Mortgagor is not in bankruptcy and is not insolvent and the Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent or materially adversely affect the value or marketability of the Mortgage Loan.  Either the Mortgagor is a natural person who is legally permitted to reside in the United States or the Mortgagor is an inter-vivos trust acceptable to Fannie Mae.  No borrower had a prior bankruptcy in the last ten years.  No borrower previously owned a property in the last ten years that was the subject of a foreclosure during the time the borrower was the owner of record.
 
(j)            Source of Loan Payments: No loan payment has been escrowed as part of the loan proceeds on behalf of the borrower.  No payments due and payable under the terms of the Mortgage Note and Mortgage or deed of trust, except for seller or builder concessions, have been paid by any person who was involved in, or benefited from, the sale or purchase of the Mortgaged Property or the origination, refinancing, sale, purchase or servicing of the Mortgage Loan other than the borrower.
 
(k)           Down Payment: The borrower has contributed at least 5% of the Purchase Price with his/her own funds.

 
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(l)            No Prior Liens:  The Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser or its designee will be the owner of record of the Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser, the Seller will retain any Mortgage File documents during the Interim Servicing Period in its possession in trust for the Purchaser.   Each sale of the Mortgage Loan from any prior owner or the Seller was in exchange for fair equivalent value, and the prior owner or the Seller, as applicable, was solvent both prior to and after the transfer and had sufficient capital to pay and was able to pay its debts as they would generally mature. Upon the transfer and assignment to the Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, was not subject to an assignment or pledge and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest. The Seller has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan.
 
(m)          Enforceability and Priority of Lien: The related Mortgage is a valid, subsisting, enforceable and perfected 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 affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the Appraised Value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein, and the Seller has the full right to sell and assign the same to the Purchaser;  there are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage. The related original Mortgage has been recorded or is in the process of being recorded.
 
(n)           Complete Mortgage Files:   The Mortgage Note, the Mortgage, the Assignment of Mortgage and the other Mortgage Loan Documents set forth in Exhibits 1 and 2 and required to

 
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be delivered on the related Closing Date have been delivered to the Purchaser or its designee in compliance with the specific requirements of this Agreement. With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File including all documents used in the qualification of the borrower except for such documents as have been delivered to the Purchaser or its designee.  In the event the Mortgage is a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated, is named in the Mortgage and currently so serves, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the borrower.
 
(o)           No Modifications: The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any material respect, except by a written instrument that, if required by applicable law, has been recorded or is in the process of being recorded.  The substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by such policies, the terms of such waiver, alteration or modification have been reflected in the Mortgage Loan Schedule and the written instrument reflecting such terms has been included in the Mortgage File.  No Mortgagor has been released, in whole or in part, from the terms of the Mortgage Note and the Mortgage, except in connection with an assumption agreement which is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule.  The Mortgage has not been satisfied, canceled or  subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Seller waived any default resulting from any action or inaction by the Mortgagor.
 
(p)           Taxes Paid:  All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid by the borrower, or escrow funds from the borrower have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable.
 
(q)           No Damage/Condemnation:  Each Mortgaged Property is undamaged by waste, vandalism, fire, hurricane, earthquake or earth movement, windstorm, flood, tornado or other casualty adversely affecting the value of a Mortgaged Property or the use for which the premises were intended, and each Mortgaged Property is in substantially the same condition it was at the time the most recent Appraised Value was obtained. There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property.
 
(r)           Fee Simple Estate / No Encroachments / Compliance with Zoning:  The Mortgage creates a first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note.  All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit), no improvements on adjoining properties encroach

 
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upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (v) below and all improvements on the property comply with all applicable building, zoning and subdivision laws, regulations and ordinances.
 
(s)           Legally Occupied:  As of the related Closing Date, the Mortgaged Property is lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.
 
(t)           Mortgage Loan Legal and Binding:  The Mortgage Note, the Mortgage and other agreements executed in connection therewith are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles.  The Seller has taken all action necessary to transfer such rights of enforceability to the Purchaser.  All parties to the Mortgage Note, the Mortgage and other agreements executed in connection therewith, had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and properly executed by such parties.
 
(u)           Proceeds Fully Disbursed / Recording Fees Paid:  The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.
 
(v)           Existence of Title Insurance:  Each Mortgage Loan (except (1) any Mortgage Loan secured by a Mortgaged Property located in any jurisdiction as to which an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance is instead received and (2) any Mortgage Loan secured by Cooperative Shares) is covered by an ALTA lender's title insurance policy or other form of policy or insurance generally acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (m)(1), (2) and (3) above) the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan.  Additionally, such policy affirmatively insures ingress and egress to and from the Mortgaged Property. Where required by applicable state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Seller, its successors and assigns, are the sole insureds of such lender's title insurance policy; such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Seller's interest therein does not require the consent of or notification to the insurer; and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement and

 
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the related PPTL. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy.  No Obligated Party or other Person has provided or received any unlawful fee, commission, kickback, or other compensation or value of any kind in connection with the title insurance policy.
 
(w)          Hazard Insurance:  All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the Fannie Mae Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing coverage not less than the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loans and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer.  If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If required by the FDPA, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration and conforming to Fannie Mae and Freddie Mac requirements, in an amount not less than the amount required by the FDPA. Such policy was issued by an insurer acceptable under the Fannie Mae Guides or the Freddie Mac Guides. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. All such standard hazard and flood policies are in full force and effect and on the date of origination contained a standard mortgagee clause naming the Seller and its successors in interest and assigns as loss payee; such clause is still in effect and all premiums due on any such policies have been paid in full.  No obligated party or borrower, or any other Person, has engaged in any act or omission that would impair the coverage of any such insurance policy, the benefits of the endorsement provided for therein, or the validity and binding effect of either, including, without limitation, the provision or receipt of any unlawful fee, commission, kickback, or other compensation or value of any kind. No action, inaction, or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any such insurance policies, regardless of the cause of such failure of coverage.
 
(x)           No Default:  There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration.  No foreclosure action is currently threatened or has been commenced with respect to any Mortgaged Property.
 
(y)           No Rescission:  The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been
 
 
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asserted with respect thereto.  The Mortgagor was not a debtor at the time of origination of the Mortgage Loan and is not currently a debtor in any state or federal bankruptcy or insolvency proceeding.
 
(z)           Enforceable Right of Foreclosure: The Mortgage relating to a Mortgaged Property contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against such Mortgaged Property of the benefits of the security provided thereby. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose on the Mortgage.
 
(aa)         Mortgaged Property is 1-4 Family:  The Mortgaged Property consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a mobile home. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date or origination no portion of the Mortgaged Property has been used for commercial purposes.
 
(bb)        Mortgage Loan Qualifies for REMIC:  Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(l).
 
(cc)         [Reserved.]
 
(dd)        Doing Business:  All parties which have had any interest in the Mortgage, whether as Mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located and (B) (1) organized under the laws of such state, (2) qualified to do business in such state, (3) a federal savings and loan association, a national bank, a Federal Home Loan Bank or a savings bank having principal offices in such state or (4) not doing business in such state.
 
(ee)         Loans Current / Prior Delinquencies:  All payments due on a Mortgage Loan on or prior to the related Closing Date have been made as of the related Closing Date, such Mortgage Loan is not delinquent in payment by more than 30 days and no payment with respect to such Mortgage Loan has been delinquent during the preceding twelve-month period; no payment made on such Mortgage Loan has been dishonored; there are no material defaults under the terms of such Mortgage Loan; and neither the Seller nor any other party has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan.
 
(ff)          [Reserved.]
 
(gg)        Acceleration of Payments:  The Mortgage contains the usual and enforceable provisions of the originator at the time of origination for the acceleration of the payment of the

 
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unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the Mortgagee thereunder.
 
(hh)        [Reserved.]
 
(ii)           Leasehold Interest Representation And Warranty:  To the extent the Mortgage Loan is secured by a leasehold interest: (1) the borrower is the owner of a valid and subsisting interest as tenant under the lease and is not in default thereunder, (2) the lease is in full force and effect, and is unmodified, (3) all rents and other charges have been paid when due, (4) the lessor under the lease is not in default, (5) the execution, delivery, and performance of the Mortgage do not require the consent (other than the consents that have been obtained and are in full force and effect) under, and will not violate or cause a default under, the terms of the lease, (6) the lease is assignable or transferable, (7) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note, (8) the lease does not provide for termination of the lease in the event of the borrower's default without written notice to the Mortgagee and a reasonable opportunity to cure the default, (9) the lease permits the mortgaging of the related Mortgaged Property and (10) the lease protects the Mortgagee's interests in the event of a property condemnation.
 
(jj)           Sole Collateral:  As of the related Closing Date, the Mortgage Note is not and has not been secured by any collateral other than the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (m) above, and such collateral does not serve as security for any other obligation.
 
(kk)         Full Disclosure:  The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate or adjustable rate mortgage loans, as applicable.
 
(ll)           No Graduated Payments:  The Mortgage Loan does not contain “graduated payment” features, does not have a shared appreciation or other contingent interest feature and does not contain any buydown provisions.
 
(mm)       No Negative Amortization Loans, All 30 Year Mortgages:  The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. Each Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof (except in the case of interest only loans) and to pay interest at the related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions which would result in negative amortization.
 
(nn)        Recordable:  As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.
 
(oo)        Payment Terms:  Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest (if not an interest only loan), with interest calculated and payable in arrears, sufficient to

 
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amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization.
 
(pp)        Condominiums:  If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development), or stock in a cooperative housing corporation, such condominium, cooperative or planned unit development project meets the eligibility requirements of Fannie Mae and Freddie Mac.
 
(qq)        Servicemembers’ Civil Relief Act:  The Mortgagor has not notified the Seller that it is requesting relief under the Servicemembers' Civil Relief Act, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers' Civil Relief Act.
 
(rr)          Construction:  As of the related Closing Date, no Mortgage Loan was in construction or rehabilitation status and no trade-in or exchange of a Mortgaged Property has been facilitated.
 
(ss)         Qualified Lender:  The Mortgage Loan was originated by a Mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution supervised and examined by a federal or state authority.
 
(tt)          No Ground Leases:  No Mortgaged Property is subject to a ground lease.
 
(uu)        No Additional Fees:  With respect to any broker fees collected and paid on any of the Mortgage Loans, all such fees have been properly assessed to the Mortgagor and no claims will arise as to such fees that are double charged and for which the Mortgagor would be entitled to reimbursement.
 
(vv)        Home Ownership and Equity Protection Act 1994:  None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.
 
(ww)       No Single Credit Insurance:  None of the proceeds of the Mortgage Loan were used to finance single premium credit insurance policies.
 
(xx)         Principal Advances:  Any principal advances made to the Mortgagor prior to the related Closing Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the Mortgagee's consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.
 
(yy)        Interest Calculation:  Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months.

 
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(zz)          No Balloon Loans:  No Mortgage Loan is a balloon loan.
 
(aaa)       MERS Mortgage Loans:  With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded.   With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS.
 
(bbb)      Credit Reporting:  With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.
 
(ccc)       Tax Service Contracts.  Unless otherwise agreed upon by the Seller and the Purchaser, each Mortgage Loan is covered by a life of loan, transferable real estate tax service contract assignable to the Purchaser.
 
(ddd)      Flood Certifications.  Unless otherwise agreed upon by the Seller and the Purchaser, each Mortgage Loan is covered by a life of loan, transferable flood certification contract assignable to the Purchaser.
 
Subsection 7.02  Seller Representations and Covenants.
 
The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):

(a)           It is a national banking association, duly organized, validly existing, and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it.  It is an approved seller in good standing of conventional residential mortgage loans for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act.  It has 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 it and the consummation of the transactions contemplated hereby have been duly and validly authorized.  This Agreement, assuming due authorization, execution and delivery by the Purchaser, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.  All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.

 
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(b)           No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
 
(c)           The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its articles of association or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.
 
(d)           Its transfer, assignment and conveyance of the Mortgage Notes and the Mortgages pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.
 
(e)           There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it which, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with its obligations contemplated herein, or which would materially impair its ability to perform under the terms of this Agreement.
 
(f)           To the best of the Seller’s knowledge, the Seller is not in material default under any agreement, contract, instrument or indenture to which the Seller is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this Agreement, nor, to the best of the Seller’s knowledge, has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.
 
(g)           It 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.
 
(h)           As of the Servicing Transfer Date, the Seller has previously serviced and administered the Mortgage Loans in accordance with Customary Servicing Procedures, all applicable federal, state and local laws and the related Mortgage Notes and Mortgages.
 
(i)            It has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes.
 
(j)           It is solvent and the sale of the Mortgage Loans will not cause it to become insolvent.  The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its creditors.

 
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(k)           It has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
 
(l)           To the best of the Seller’s knowledge, neither this Agreement nor any statement, report or other agreement, document or instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.
 
(m)         (i)            The Seller covenants that the transfer of servicing of each Mortgage Loan from the Seller to the Servicer shall be complete in all material respects by the related Servicing Transfer Date, and the transfer shall be in accordance with the Servicing Transfer Instructions.

(ii)           Unless otherwise mutually agreed to by the Seller and the Purchaser, if a breach of the covenant described in Subsection 7.02(m)(i) continues for more than five (5) Business Days following the related Transfer Date, the Seller shall be required to repurchase the related Mortgage Loan at the Repurchase Price, and such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser.

Subsection 7.03  Repurchase; Substitution.
 
(a)           It is understood and agreed that the representations and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage Loan Document.  Upon discovery by the Seller 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 in the Mortgage Loans (or which materially and adversely affects the value of a particular Mortgage Loan or the interest of the Purchaser in a particular Mortgage Loan in the case of a representation and warranty relating to such particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other.  A breach of representations and warranties in Sections 7.01(h), (r), and (bb) shall be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser in any Mortgage Loan.  With respect to the representations and warranties contained in Section 7.02 that are made to the best of Seller’s knowledge after reasonable inquiry and investigation, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding Seller’s lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made.  The Seller shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach; provided, however, that if a Mortgage Loan has been transferred to a REMIC and the breach is with respect to the representation and warranty in

 
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Section 7.01(bb), the Seller shall have a period of sixty (60) days from its discovery of such breach within which to cure such breach.  The Seller hereby covenants and agrees that if any such breach is not corrected or cured within such sixty (60) day period, the Seller shall, at the Purchaser’s option, (i) repurchase such Mortgage Loan at the Repurchase Price, (ii) substitute a mortgage loan for the defective Mortgage Loan as provided below or (iii) except for a breach of the representation and warranty in Section 7.01(bb), make an indemnification payment in an amount equal to the reduction in value of such Mortgage Loan as a result of such breach, such payment to be made in the manner set forth above in respect of the Purchase Price of a repurchased Mortgage Loan.  In the event that any such breach shall involve any representation or warranty set forth in Section 7.02, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Seller of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Seller at the Repurchase Price.  Any such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser.  If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 7.03(a) was the representation and warranty set forth in clause (e) or (h) of Section 7.01, then the Seller shall pay to the Purchaser, concurrently with and in addition to the remedies provided in this Section 7.03(a), an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Purchaser, and that directly resulted from such breach, or if incurred and paid by the Purchaser thereafter, concurrently with such payment.
 
(b)           If the Seller is required to repurchase any Mortgage Loan pursuant to this Subsection 7.03 as a result of a breach of any of the representations and warranties set forth in Subsection 7.01, the Seller may, with the Purchaser’s prior consent, within two (2) years from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan.  Any Substitute Mortgage Loan shall (a) have a principal balance at the time of substitution not in excess of the principal balance of the Deleted Mortgage Loan (the amount of any difference, plus one month’s interest thereon at the Mortgage Loan Remittance Rate borne by the Deleted Mortgage Loan, being paid by the Seller and deemed to be a Principal Prepayment to an account designated by the Purchaser), (b) have a Mortgage Interest Rate not less than, and not more than one percentage point greater than, the Mortgage Interest Rate of the Deleted Mortgage Loan or in the case of an Adjustable Rate Mortgage Loan, have the same index, a margin that is not less than the margin of the Deleted Mortgage Loan and Adjustment Dates that are the same frequency as that of the Deleted Mortgage Loan, (c) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the Deleted Mortgage Loan, (d) be, in the reasonable determination of the Purchaser, of the same type, quality and character (including location of the Mortgaged Property) as the Deleted Mortgage Loan as if the breach had not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that of the Deleted Mortgage Loan, (f) have the same lien priority as that of the Deleted Mortgage Loan and (g) be, in the reasonable determination of the Purchaser, in material compliance with the representations and warranties contained in this Agreement and described in Subsection 7.01 as of the date of substitution.
 
(c)           The Seller shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement and the substitution of such
 
 
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substitute Mortgage Loan therefor.  Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan.  The Monthly Payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller and the Monthly Payment on the Deleted Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
 
(d)           It is understood and agreed that the obligation of the Seller set forth in this Subsection 7.03 to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Subsection 12.01, constitutes the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties.  If the Seller fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Subsection 7.03, or fails to cure a defective Mortgage Loan to Purchaser’s reasonable satisfaction in accordance with this Subsection 7.03, or to indemnify Purchaser pursuant to Subsection 12.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all available remedies.  No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Subsections 13.01 and 14.01.
 
(e)           Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 and 7.02 shall accrue as to any Mortgage Loan upon the earlier of (A) the Purchaser becoming aware of such cause of action or (B)(i) notice thereof by the Purchaser to the Seller (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement.
 
(f)           In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, Purchaser may, in connection with any repurchase or substitution of a defective Mortgage Loan pursuant to this Subsection 7.03, require that the Seller deliver, at the Seller’s expense, an Opinion of Counsel to the effect that such repurchase or substitution will not (i) result in the imposition of taxes on “prohibited transactions” of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
 
(g)           With respect to any Mortgage Loan listed as having mortgage insurance on the Mortgage Loan Schedule, regardless of whether the insurance is borrower paid or lender paid, if the mortgage insurer rejects, denies, or rescinds a claim on the basis of any defect in connection with the origination of the Mortgage Loan or the servicing of the Mortgage Loan prior to the Closing Date (a “mortgage insurer rejection”), other than as a result of the mortgage insurer’s breach of its obligations or as a result of the mortgage insurer's insolvency, the Seller shall either repurchase such Mortgage Loan at the Repurchase Price or pay the Trust the amount of such claim within thirty (30) days from the date of such mortgage insurer rejection.
 
(h)           The  parties agree that the  resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation of the Seller to repurchase a Mortgage Loan due to a breach of a representation or warranty contained in Section 7.01 hereof shall be  by Arbitration.

 
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If any allegation of a breach of a representation or warranty made in Section 7.01 has not been resolved to the satisfaction of both the Purchaser and the Seller, either party may commence Arbitration to resolve the dispute; provided that a party may commence Arbitration with respect to one or more unresolved allegations only during the months of January, April, July and October, and all matters with respect to which Arbitration has been commenced in any such month shall be heard in a single Arbitration in the immediately following month or as soon as practicable thereafter.  To commence Arbitration, the moving party shall deliver written notice to the other party that it has elected to pursue Arbitration in accordance with this Section 7.03(h), provided that if the Seller has not responded to the Purchaser's notification of a breach of a representation and warranty,  the Purchaser shall not commence Arbitration with respect to that breach before 60 days following such notification in order to provide the Seller with an opportunity to respond to such notification.  Within 10 Business Days after a party has provided notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other party in writing.  If the parties have not agreed on the selection of an Arbitrator within five Business Days after the first such submission, then the party commencing Arbitration shall, within the next 5 business days, notify the American Arbitration Association in New York, NY and request that it appoint a  single Arbitrator with experience in arbitrating disputes arising in the financial services industry.
 
It is the intention of the parties that Arbitration shall be conducted in as efficient and cost-effective a manner as is reasonably practicable, without the burden of discovery.  Accordingly, the Arbitrator will resolve the dispute on the basis of a review of the written correspondence between the parties (including any supporting materials attached to such correspondence) conveyed by the parties to each other in connection with the dispute prior to the delivery of notice to commence Arbitration; however, upon a showing of good cause, a party may request the Arbitrator to direct the production of such additional information, evidence and/or documentation from the parties that the Arbitrator deems appropriate.  If requested by the Arbitrator or any party, any hearing with respect to an Arbitration shall be conducted by video conference or teleconference except upon the agreement of both parties or the request of the Arbitrator.
 
The finding of the Arbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the  Arbitrator shall be shared equally between both parties.   Each party, however, shall bear its own attorneys fees and costs in connection with the Arbitration.
 
Subsection 7.04  Repurchase of Mortgage Loans With Early Payment Default.
  
If a Monthly Payment becomes one (1) or more scheduled Monthly Payments delinquent at any time on or prior to the first day of the third calendar month following the date of origination of the Mortgage Loan (or such other date set forth in the related PPTL), then the Seller, at the Purchaser’s option, shall (a) promptly repurchase the related Mortgage Loan from the Purchaser in accordance with the procedures set forth in Subsection 7.03 hereof, however, any such repurchase shall be made at the Purchase Price, or (b) substitute a mortgage loan acceptable to the Purchaser in accordance with Subsection 7.03 hereof.

 
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Subsection 7.05  Purchase Price Protection.
 
With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other date set forth in the related PPTL, the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date.  Such payment shall be made within thirty (30) days of such payoff.
 
SECTION 8.  Closing.
 
Subsection 8.01  Closing Conditions.
 
The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date.  The closing shall be either by telephone, confirmed by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree.
 
The closing for each Mortgage Loan Package shall be subject to the satisfaction of each of the following conditions:
 
(a)           the Seller shall have delivered to the Purchaser the related Mortgage Loan Schedule and an electronic data file containing information on a loan-level basis;
 
(b)           all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Subsection 7.01, such other date specified therein) in all material respects and no default shall have occurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder;
 
(c)           the Purchaser shall have received from the custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
 
(d)           the Purchaser shall have received originals of the related PPTL executed by the Seller and a funding memorandum setting forth the Purchase Price(s), and the accrued interest thereon, for the Mortgage Loan Package; and
 
(e)           all other terms and conditions of this Agreement and the related PPTL to be satisfied by the Seller shall have been complied with in all material respects.
 
Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the Seller on such Closing Date the Purchase Price for the related Mortgage Loan Package, plus accrued interest pursuant to Section 4 of this Agreement.
 
 
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Subsection 8.02  Closing Documents.
 
(a)           On or before the initial Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
 
(i)           this Agreement, in four counterparts;
 
(ii)          if requested by the Purchaser, a letter confirming the account name and number of the Custodial Account in a form to be provided by the Purchaser;
 
(iii)         if requested by the Purchaser, a letter confirming the account name and number of the Escrow Account in a form to be provided by the Purchaser; and
 
(b)           On or before each Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
 
(i)           the related PPTL;
 
(ii)          the related Mortgage Loan Schedule;
 
(iii)         the Purchaser shall have received from its custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
 
(iv)         a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable.
 
SECTION 9.  [Reserved.]
 
SECTION 10.  Costs.
 
The Seller shall pay any commissions due its salespeople and the legal fees and expenses of its attorneys.  The Purchaser shall pay the cost of delivering the Mortgage Files to the Purchaser or its designee, the cost of recording the Assignments of Mortgage and all other costs and expenses incurred in connection with the sale of the Mortgage Loans by the Seller to the Purchaser, including without limitation the Purchaser’s attorneys’ fees.  The Seller shall pay the cost of delivering the Mortgage Loan Documents to the Purchaser or its designee for each related Closing Date.
 
 
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SECTION 11.  Interim Servicing; Servicing Transfer.
 
Subsection 11.01  Temporary Servicing of Mortgage Loans.
 
(a)           The Seller, as an independent contractor, shall service and administer the Mortgage Loans on behalf of the Purchaser from and after the Closing Date through the Servicing Transfer Date in accordance with this Agreement, the Servicing Transfer Instructions, Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alone or through subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement.  The Seller may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder.  Notwithstanding anything to the contrary, the Seller may delegate any of its duties under this Agreement to one or more of its affiliates without regard to any of the requirements of this section; provided, however, that the Seller shall not be released from any of its responsibilities hereunder by virtue of such delegation.  The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Seller provided each subservicer is a Fannie Mae approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Seller shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Seller hereunder shall be reimbursable to the Seller as Servicing Advances), and the subservicer’s fee shall not exceed the Servicing Fee.
 
(b)           It is further understood and agreed that the interim servicing obligations of the Seller hereunder shall be limited to such servicing and collection activities as are necessary for preserving the Purchaser’s interest in the Mortgage Loans on a temporary basis, and that the servicing of the Mortgage Loans is intended by Seller and Purchaser to be transferred to the Purchaser or its designee on or before the Servicing Transfer Date.  In no event shall the Seller service, or bear any obligation for the servicing of, any Mortgage Loan into any Securitization Transaction, Whole Loan Transfer, or in connection with the reconstitution of any Mortgage Loan.
 
(c)           At the cost and expense of the Seller, without any right of reimbursement from the Custodial Account, the Seller shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Seller, at the Seller’s option, from electing to service the related Mortgage Loans itself.  If the Seller’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Purchaser, the Seller shall at its own cost and expense terminate the rights and responsibilities of the subservicer as soon as is reasonably possible.  The Seller shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Seller’s own funds without reimbursement from the Purchaser.
 
 
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(d)           The Seller shall be entitled to enter into an agreement with the subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
 
(e)           Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Seller alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of the Purchaser to pay the subservicer’s fees and expenses.  For purposes of distributions and advances by the Seller pursuant to this Agreement, the Seller shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.  The Seller shall not make any amendment to any agreement with a subservicer if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser.
 
(f)           The Seller shall not 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 without the prior written approval of the Purchaser.
 
(g)           Whether in connection with the foreclosure of a Mortgage Loan approved by the Purchaser or otherwise, the Seller shall from its own funds make all necessary and proper Servicing Advances; provided, however, that the Seller is not required to make a Servicing Advance unless the Seller determines in the exercise of its good faith judgment that such Servicing Advance would ultimately be recoverable from REO Disposition Proceeds, Insurance Proceeds or Condemnation Proceeds of the related Mortgaged Property (with respect to each of which the Seller shall have the priority described in Subsection 11.05 for purposes of withdrawals from the Custodial Account).  Any Servicing Advance that would cause the amount of unreimbursed Servicing Advances for a particular Mortgage Loan to exceed $500 shall be made only after notification of the Purchaser.
 
(h)           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 Seller has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense.  Upon completion of the inspection, the Seller shall promptly provide the Purchaser with a written report of the environmental inspection.  In the event (i) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (ii) the Purchaser directs the Seller to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller 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 fully to reimburse the Seller, the Seller shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Subsection 11.05 hereof.  In the event the Purchaser directs the Seller not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account
 
 
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pursuant to Subsection 11.05 hereof.  Servicing Advances for which the Seller has not been reimbursed as of the Servicing Transfer Date shall be reimbursed in accordance with the Servicing Transfer Instructions.
 
Subsection 11.02  Directions by Purchaser During Interim Servicing Period.
 
During the Interim Servicing Period, in the event that any payment due under any Mortgage Loan 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 Seller shall so notify the Purchaser and shall take such action as it is directed by the Purchaser.
 
Subsection 11.03  Collection of Mortgage Loan Payments.
 
Continuously from the date hereof until the earlier of (i) the date on which principal and interest on all Mortgage Loans are paid in full and (ii) the Servicing Transfer Date, the Seller will proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due and payable.  Further, the Seller will in accordance with Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage, will become due and payable 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.
 
Subsection 11.04  Establishment of Custodial Account; Deposits in Custodial Account.
 
The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.”  Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by the FHFA, Fannie Mae or Freddie Mac as an eligible depository institution for custodial accounts.  The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld.  In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.
 
The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):
 
 
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(a)           all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
 
(b)           all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate;
 
(c)           all Liquidation Proceeds;
 
(d)           all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy 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 Customary Servicing Procedures;
 
(e)           all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures;
 
(f)            any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;
 
(g)           any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13;
 
(h)           all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03;
 
(i)            with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and
 
(j)            amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy.
 
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account.
 
The Seller may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Seller for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the earlier of (i) the Servicing Transfer Date or (ii) the Remittance Date next following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained may mature on the Servicing Transfer Date or such Remittance Date, as applicable, and (B) any other investment may mature
 
 
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on the Servicing Transfer Date or such Remittance Date, as applicable, if the Seller shall advance funds on the Servicing Transfer Date or such Remittance Date, as applicable, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and shall not be sold or disposed of prior to maturity.  Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment shall be for the benefit of the Seller and shall be subject to withdrawal by the Seller.  The amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Seller out of its own funds immediately as realized.
 
Subsection 11.05  Withdrawals From the Custodial Account.
 
The Seller shall, from time to time during the Interim Servicing Period, withdraw funds from the Custodial Account for the following purposes:
 
(a)           to make payments to the Purchaser in the amounts and in the manner provided for in Subsection 11.15;
 
(b)           [reserved];
 
(c)           to reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances, the Seller’s right to reimburse itself pursuant to this subclause (c) 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 Seller from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Seller’s right thereto shall be prior to the rights of the Purchaser unless the Seller is required to repurchase a Mortgage Loan pursuant to Subsection 7.03, or the Seller is required to pay the Prepayment Interest Shortfall pursuant to Subsection 11.15, in which case the Seller’s right to such reimbursement shall be subsequent to the payment to the Purchaser of the related Repurchase Price pursuant to Subsection 7.03, and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
 
(d)           to reimburse itself for unreimbursed Servicing Advances, to the extent that such amounts are nonrecoverable (as certified by the Seller to the Purchaser in an Officer’s Certificate) by the Servicer pursuant to subclause (c) above, provided that the Mortgage Loan for which such advances were made is not required to be repurchased by the Seller pursuant to Subsection 7.03;
 
(e)            to reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;
 
(f)            [reserved];
 
(g)           to pay to itself any interest earned or any investment earnings on funds deposited in the Custodial Account, net of any losses on such investments;
 
(h)           to withdraw any amounts inadvertently deposited in the Custodial Account; and
 
(i)             to clear and terminate the Custodial Account upon the termination of this Agreement.
 
 
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Upon request, the Seller will provide the Purchaser with copies of reasonably acceptable invoices or other documentation relating to Servicing Advances that have been reimbursed from the Custodial Account.
 
Subsection 11.06  Establishment of Escrow Account; Deposits in Escrow Account.
 
The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively, the “Escrow Account”), titled “PrimeLending, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.”  The Escrow Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of Seller), which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution for escrow accounts.  The Escrow Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld.  In any case, the Escrow Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.
 
The Seller shall deposit in the Escrow Account on a daily basis, and retain therein: (a) 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 and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property.  The Seller shall make withdrawals therefrom only in accordance with Subsection 11.07 hereof.  As part of its interim servicing duties, the Seller shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law.
 
Subsection 11.07  Withdrawals From Escrow Account.
 
Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the
 
 
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Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.
 
Subsection 11.08  Payment of Taxes, Insurance and Other Charges; Collections Thereunder.
 
With respect to each Mortgage Loan, the Seller shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Seller in amounts sufficient for such purposes, as allowed under the terms of the Mortgage.  To the extent that a Mortgage does not provide for Escrow Payments, the Seller shall determine that any such payments are made by the Mortgagor.  The Seller assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b).  No costs incurred by the Seller or subservicers in effecting the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums shall, for the purpose of calculating remittances to the Purchaser, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
 
Subsection 11.09  Transfer of Accounts.
 
The Seller may transfer the Custodial Account or the Escrow Account to an Eligible Account at a different depository institution.  Such transfer shall be made only upon providing written notice to the Purchaser.
 
Subsection 11.10  Maintenance of Hazard Insurance.
 
The Seller shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, in an amount which is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy.  If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such flood insurance has been made available) the Seller will cause to be maintained a flood insurance policy meeting the requirements of the National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the
 
 
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minimum amount required under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance available under the National Flood Insurance Program.  The Seller shall also maintain on REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood insurance in an amount required above.  Any amounts collected by the Seller under any such policies (other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.  It is understood and agreed that no earthquake or other additional insurance need be required by the Seller of any Mortgagor or maintained on REO Property other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.  All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to the Seller, and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage to the Seller.  The Seller shall not interfere with the Mortgagor’s freedom of choice in selecting either its insurance carrier or agent; provided, however, that the Seller shall not accept any such insurance policies from insurance companies unless such companies are acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, and are licensed to do business in the state wherein the property subject to the policy is located.
 
The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements and FHA or VA requirements, as applicable.
 
Subsection 11.11  Maintenance of Primary Mortgage Insurance Policy; Claims.
 
With respect to each Mortgage Loan with a LTV in excess of 80%, the Seller shall promptly, without any cost to the Purchaser, maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy issued by a Qualified Insurer insuring the portion over 78% (or such other  percentage in conformance with then current Fannie Mae requirements) until terminated pursuant to the Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other applicable federal, state or local law or regulation.  In the event that such Primary Mortgage Insurance Policy shall be terminated other than as required by law, the Seller shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Mortgage Insurance Policy.  If the insurer shall cease to be a Qualified Insurer, the Seller shall obtain from another Qualified Insurer a replacement Primary Mortgage Insurance Policy.  The Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Servicer would have been covered thereunder.  In connection with any assumption or substitution agreement entered into or to be entered into
 
 
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pursuant to Subsection 11.18, the Seller shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Seller shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
 
In connection with its activities as interim servicer, the Seller agrees to prepare and present or to assist the Purchaser in preparing and presenting, on behalf of itself and the Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan.  Pursuant to Subsection 11.04, any amounts collected by the Seller under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.
 
Subsection 11.12  Fidelity Bond; Errors and Omissions Insurance.
 
The Seller shall maintain, 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.  These policies must insure the Seller against losses resulting from fraud, theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Seller’s personnel, any employees of outside firms that provide data processing services for the Servicer, and temporary contract employees or student interns.  The Fidelity Bond shall also protect and insure the Seller 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 Subsection 11.12 requiring such Fidelity Bond and errors and omissions insurance shall diminish or relieve the Seller from its duties and obligations as set forth in this Agreement.  The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by FHA or VA, Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Guide, as amended or restated from time to time, as applicable, or in an amount as may be permitted to the Seller by express waiver of FHA or VA and Fannie Mae or Freddie Mac, as applicable.  Upon request of the Purchaser, the Seller shall cause to be delivered to the Purchaser a certified true copy of such Fidelity Bond or a certificate evidencing the same with a statement that the Seller shall endeavor to provide written notice to the Purchaser thirty (30) days prior to modification or any material change.
 
Subsection 11.13  Title, Management and Disposition of REO Property.
 
Subject to Subsection 11.02, in the event that title to a 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 Purchaser or its nominee.
 
 
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The Seller shall cause to be deposited on a daily basis in the Custodial Account all revenues received with respect to the conservation of the related REO Property. The Seller shall make distributions as required 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 above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).
 
The disposition of REO Property shall be carried out by the Seller, subject to Subsection 11.01.  The Purchaser shall pay the Seller a fee of 1.5% of the sales price for such REO Property for services associated with managing the REO Property through its disposition.  Upon the request of the Purchaser, and at the Purchaser’s expense, the Seller shall cause an appraisal of the REO Property to be performed for the Purchaser.
 
The Seller shall either itself or through an agent selected by the Seller, 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.  Any disbursement in excess of $15,000 shall be made only with the prior written approval of the Purchaser.  The Seller shall deduct the costs of managing, conserving, protecting and operating the REO Property from the proceeds of the sale of the REO Property (providing documentary evidence of such costs) and shall not withdraw funds to cover such costs from the Custodial Account.
 
The Seller shall not accept any sale offer for an REO Property that is more than 10% below the Reconciled Market Value of the REO Property without the prior written consent of the Purchaser.
 
Subsection 11.14  Servicing Compensation.
 
As compensation for its interim servicing activities hereunder and subject to Subsection 11.15, the Seller shall be entitled to retain the Servicing Fee from interest payments actually collected on the Mortgage Loans.  Additional servicing compensation in the form of assumption fees, late payment charges, prepayment penalties, fees related to the disposition of REO Property and other ancillary income shall be retained by the Seller to the extent not required to be deposited in the Custodial Account.  The Seller shall be required to pay all expenses incurred by it in connection with its interim servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein.  The Servicing Fee shall not be reduced by the amount of any guarantee fee payable to FHA or VA.
 
Subsection 11.15  Distributions.
 
On each Remittance Date the Seller shall remit by wire transfer of immediately available funds to the account designated in writing by the Purchaser of record on the preceding Record
 
 
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Date all amounts credited to the Custodial Account as of such date, net of charges against or withdrawals from the Custodial Account pursuant to Subsection 11.05(c) through (h).
 
Not later than each Remittance Date, the Seller shall from its own funds deposit in the Custodial Account an amount equal to the aggregate Prepayment Interest Shortfall due to either Partial Prepayment or Full Prepayment, if any, existing in respect of the related Principal Prepayment Period.
 
With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Seller shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time to time at its principal office by PrimeLending, a PlainsCapital Company, or its successor, as its prime lending rate, adjusted as of the date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable law.  Such interest shall be paid by the Seller to the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which such payment is made, both inclusive.  The payment by the Seller of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Seller.
 
Subsection 11.16  Statements to the Purchaser.
 
Not later than five (5) days prior to each related Remittance Date, the Seller shall forward to the Purchaser in an electronic format a statement, substantially in the form of Exhibit 5 and certified by an Interim Servicing Officer, setting forth, among other information specified in Exhibit 5, on a loan-by-loan basis:  (a) the amount of the distribution made on such Remittance Date which is allocable to principal and allocable to interest; (b) the amount of servicing compensation received by the Seller during the prior calendar month; and (c) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the preceding month.  Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months delinquent.  The Seller shall submit to the Purchaser monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported.  Such liquidation report shall be incorporated into the remittance report delivered to Purchaser in the form of Exhibit 5 hereto.  The Seller shall also provide such information as set forth above to the Purchaser in electronic form in the Seller’s standard format, a copy of which has been provided by the Seller.
 
In addition, the Seller shall submit to the Purchaser monthly loan-by-loan default information including, without limitation, notes made and retained by the Seller in connection with servicing the defaulted loan, the reasons for the default, updated values of the Mortgaged Property, updated FICO scores on the Mortgagor and information regarding Servicing Advances made.

 
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The Seller shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental taxing authority, the Mortgagor or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby.  In addition, the Seller shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns as the Purchaser may reasonably request from time to time.
 
Subsection 11.17  [Reserved].
 
Subsection 11.18  Assumption Agreements.
 
The Seller will use its reasonable best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided that, subject to the Purchaser’s prior approval, the Seller shall permit such assumption if so required in accordance with the terms of the Mortgage, the Mortgage Note, or by the provisions of applicable law or regulation, including but not limited to the Garn-St. Germain Depository Institutions Act of 1982 and its implementing regulations.  When the Mortgaged Property has been conveyed by the Mortgagor prior to payment in full of the Mortgage Loan, the Seller will, 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, the Seller will not exercise such rights if prohibited by law or regulation from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any.  In connection with any such assumption, the outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Gross Margin (if applicable), the Initial Rate Cap  (if applicable) or the Periodic Rate Cap (if applicable) of the related Mortgage Note shall not be changed, and the term of the Mortgage Loan will not be increased or decreased.  If an assumption is allowed pursuant to this Subsection 11.18, the Seller with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into 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 the Seller is prohibited from enforcing such “due-on-sale” clause, then the Seller will attempt to enter into an assumption and modification agreement with the Person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon.
 
Subsection 11.19  Satisfaction of Mortgages and Release of Mortgage Files.
 
Upon the payment in full of any Mortgage Loan, or the receipt by the Seller of a notification that payment in full will be escrowed in a manner customary for such purposes, the Seller will obtain the portion of the Mortgage File that is in the possession of the Purchaser or its designee, prepare and process any required satisfaction or release of the Mortgage and notify the Purchaser in accordance with the provisions of this Agreement.  The Purchaser agrees to deliver to the Seller (or cause to be delivered to the Seller) the original Mortgage Note for any Mortgage
 
 
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Loan not later than five (5) Business Days following its receipt of a notice from the Seller that such a payment in full has been received or that a notification has been received that such a payment in full shall be made. Such Mortgage Note shall be held by the Seller, in trust, for the purpose of canceling such Mortgage Note and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent provided under any applicable federal or state law.
 
In the event the Seller grants a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage, the Seller shall remit to the Purchaser the Stated Principal Balance of the related Mortgage Loan by deposit thereof in the Custodial Account.  The Fidelity Bond shall insure the Seller against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
 
Subsection 11.20  Seller Shall Provide Access and Information as Reasonably Required.
 
The Seller shall provide to the Purchaser, and for any Purchaser insured by FDIC or NAIC, the supervisory agents and examiners of FDIC and OTS or NAIC, access to any documentation regarding the Mortgage Loans which may be required by applicable regulations.  Such access shall be afforded without charge, but only upon reasonable request, during normal business hours and at the offices of the Seller.
 
In addition, the Seller shall furnish upon request by the Purchaser, during the term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable and appropriate with respect to the purposes of this Agreement and applicable regulations.  All such reports or information shall be provided by and in accordance with all reasonable instructions and directions the Purchaser may require.  The Seller agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
Subsection 11.21  Inspections.
 
The Seller shall inspect the Mortgaged Property as often deemed necessary by the Seller to assure itself that the value of the Mortgaged Property is being preserved.  In addition, if any Mortgage Loan is more than forty-five (45) days delinquent, the Seller shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Customary Servicing Procedures or as may be required by the primary mortgage guaranty insurer.  The Seller shall keep a written report of each such inspection and shall provide a copy of such inspection to the Purchaser upon the request of the Purchaser.
 
 
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Subsection 11.22  Restoration of Mortgaged Property.
 
The Seller 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 Customary Servicing Procedures.  For claims greater than $15,000, at a minimum, the Seller shall comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:
 
(a)            the Seller shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with respect thereto;
 
(b)           the Seller shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring waivers with respect to mechanics’ and materialmen’s liens;
 
(c)            the Seller shall verify that the Mortgage Loan is not in default; and
 
(d)           pending repairs or restoration, the Seller shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.
 
If the Purchaser is named as an additional loss payee, the Seller is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Purchaser.
 
Subsection 11.23  Fair Credit Reporting Act.
 
The Seller, in its capacity as interim servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
 
Subsection 11.24  Transfer of Servicing to Purchaser.
 
The Seller shall cause all Servicing Rights and obligations with respect to the Mortgage Loans to be transferred to the Purchaser (or such person as the Purchaser may designate) on the Servicing Transfer Date.  The Seller hereby agrees to comply with the Servicing Transfer Instructions attached hereto as Exhibit 10.
 
Subsection 11.25  Payments Received.
 
The Seller shall apply all payments received in respect of the Mortgage Loans during the Interim Servicing Period and after the Transfer Date in accordance with the Servicing Transfer Instructions.
 
 
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SECTION 12.  The Seller.
 
Subsection 12.01  Indemnification; Third Party Claims.
 
(a)           The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32.
 
(b)           The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees.  If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a).
 
Subsection 12.02  Merger or Consolidation of the Seller.
 
The Seller will keep in full effect its existence, rights and franchises as a national banking association, and will obtain and preserve its qualification to do business 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 Seller may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to substantially all of the business of the Seller shall be the successor of the Seller 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.
 
Subsection 12.03  Limitation on Liability of the Seller and Others.
 
The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer.  Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any
 
 
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liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder.  The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder.  Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement.
 
SECTION 13.    Default.
 
Subsection 13.01  Events of Default.
 
In case one or more of the following Events of Default by the Seller shall occur and be continuing:
 
(a)          any failure by the Seller to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days;
 
(b)          failure by the Seller to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Seller as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser;
 
(c)           a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;
 
(d)           the Seller shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to all or substantially all of the Seller’s property;
 
(e)           the Seller shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
 
 
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(f)            the Seller shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Seller’s obligations under this Agreement;
 
(g)           the Seller shall fail to meet the servicer eligibility qualifications of Fannie Mae or the Seller shall fail to meet the servicer eligibility qualifications of Freddie Mac; or
 
(h)           the Seller shall fail to repurchase a Mortgage Loan within 30 days of the final decision of an Arbitrator that the Seller is obligated to repurchase such Mortgage Loan;
 
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Seller under this Agreement and in and to the Mortgage Loans and the proceeds thereof.  Upon receipt by the Seller of such written notice from the Purchaser stating that it intends to terminate the Seller as a result of such Event of Default, all authority and power of the Seller under this Agreement, including any compensation due the Seller under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02.  Upon written request from the Purchaser, the Seller shall prepare, execute and deliver to a successor 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 to the successor at the Seller’s sole expense.  The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
 
Subsection 13.02  Waiver of Default.
 
The Purchaser may waive any default by the Seller 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 thereto except to the extent expressly so waived.
 
 
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SECTION 14.   Termination.
 
Subsection 14.01  Termination.
 
If the Servicing Transfer Date has not occurred, the respective obligations and responsibilities of the Seller, as interim servicer of the Mortgage Loans, shall terminate upon (a) the distribution to the Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Seller) or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder.  Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Purchaser’s sole expense.  The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
 
Subsection 14.02  Successors to the Seller as Interim Servicer.
 
Prior to the termination of the Seller’s responsibilities and duties under this Agreement pursuant to Subsections 13.01 or 14.01, the Purchaser shall (a) succeed to and assume all of the Seller’s responsibilities, rights, duties and obligations under this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement upon such termination.  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 Seller’s duties, responsibilities and liabilities under this Agreement shall be terminated pursuant to the aforementioned Subsections, the Seller 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 Seller pursuant to the aforementioned Subsections shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event relieve the Seller of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available to the Purchaser under Subsection 7.03, it being understood and agreed that the provisions of such Subsections 7.01 and 7.02 shall be applicable to the Seller notwithstanding any such resignation or termination of the Seller, or the termination of this Agreement.
 
 
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Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller as interim servicer, with like effect as if originally named as a party to this Agreement.  Any termination or resignation of the Seller or this Agreement pursuant to Subsections 13.01 or 14.01 shall not affect any claims that the Purchaser may have against the Seller based upon facts and circumstances arising prior to any such termination or resignation.
 
The Seller shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller 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 Servicer.
 
Upon a successor’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment.
 
Subsection 14.03  Termination of Interim Servicing by Purchaser.
 
The Seller shall not be entitled to any compensation related to any termination of its servicing rights and obligations under this Agreement.  The Purchaser may terminate this Agreement without cause and transfer interim servicing to a successor interim servicer at any time.  Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver, any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, and including the delivery to or at the direction of the Purchaser, all contents of the Mortgage Files in the possession of the Seller, at the Purchaser’s sole expense.  The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
 
SECTION 15.  Notices.
 
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:
 
(a)           if to the Purchaser:
 
 
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Redwood Residential Acquisition Corporation
One Belvedere Place, Suite 360
Mill Valley, CA 94941
Attention:  Loss Mitigation
Phone: (415) 380-3445
Facsimile:  (415) 381-1773
 
With a copy to the General Counsel at the same address.
 
(b)          if to the Seller:
 
PrimeLending, a PlainsCapital Company
18111 Preston Road, Suite 900
Dallas, Texas 75252
Attention:  Mr. Scott Eggen, SVP
Phone:  972-248-7866

With a copy to the General Counsel at the same address.
 
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).
 
SECTION 16.   Severability Clause.
 
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.  Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.  If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.
 
SECTION 17.   No Partnership.
 
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Seller shall be rendered as an independent contractor and not as agent for the Purchaser.
 
 
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SECTION 18.   Counterparts.
 
This Agreement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
 
SECTION 19.   Governing Law; Choice of Forum; Waiver of Jury Trial.
 
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE 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 THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER JURISDICTION.
 
EACH PARTY HERETO KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF IN ANY WAY RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
 
Except as to those matters which this Agreement provides shall be submitted to Arbitration, with respect to any claim or action arising hereunder, the parties (a) irrevocably submit to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, New York, and appellate courts from any thereof, and (b) irrevocably waive any objection which such party may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and irrevocably waive any claim that any such suit action or proceeding brought in any such court has been brought in an inconvenient forum.
 
 
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SECTION 20.   Intention of the Parties.
 
It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security.  Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans.  The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.
 
It is not the intention of the parties that such conveyances be deemed a pledge thereof.  However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of a security interest in all of the assets transferred, whether now owned or hereafter acquired.
 
SECTION 21.   Waivers.
 
No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
 
SECTION 22.   Exhibits.
 
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
 
SECTION 23.   General Interpretive Principles.
 
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
 
(a)           the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
 
(b)           accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;
 
 
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(c)           references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
 
(d)           the headings of the various articles, sections, subsections and paragraphs of this Agreement and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof;
 
(e)           reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
 
(f)           the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
 
(g)          the term “include” or “including” shall mean without limitation by reason of enumeration.
 
SECTION 24.   Reproduction of Documents.
 
This Agreement and all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
 
SECTION 25.   Amendment.
 
This Agreement may be amended from time to time by the Purchaser and the Seller by written agreement signed by the parties hereto.
 
SECTION 26.   Confidentiality.
 
The Purchaser and the Seller 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 which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) disclosed to any one or more of such party’s employees, officers, directors, agents, attorneys or accountants who
 
 
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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) that is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a Securitization Transaction 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.
 
SECTION 27.   Entire Agreement.
 
This Agreement constitutes the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written agreements between them shall be deemed to have merged herewith.
 
SECTION 28.   Further Agreements.
 
The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
 
SECTION 29.   Successors and Assigns.
 
This Agreement shall bind and inure to the benefit of and be enforceable by the initial Purchaser and the Seller, and the respective successors and assigns of the Purchaser and the Seller.  The initial Purchaser and any subsequent purchasers may assign this Agreement to any Person to whom any Mortgage Loan is transferred pursuant to a sale or financing without the consent of the Seller.  Upon any such assignment, the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Mortgage Loans, shall be deemed to be a separate and distinct agreement between the Seller and such purchaser, and a separate and distinct agreement between the Seller and each other purchaser to the extent of the other related Mortgage Loan or Mortgage Loans.  The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser.
 
SECTION 30.   Non-Solicitation.
 
From and after the Closing Date, the Seller and any of its respective affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage
 
 
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Loan, in whole or in part, without the prior written consent of the Purchaser.  It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits.
 
Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges.
 
Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.
 
SECTION 31.  Protection of Consumer Information.
 
Each party agrees that it (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information, (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Seller, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access and (v) shall immediately notify the Seller of any actual or suspected breach of the confidentiality of Consumer Information.
 
SECTION 32.  Cooperation of the Seller with a Reconstitution; Regulation AB Compliance.
 
(a)           The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:
 
(1)           one or more Whole Loan Transfers; and
 
(2)           one or more Securitizations.
 
 
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(b)           The Seller shall cooperate with the Purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section.  In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date.  Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort.  Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice).  The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises.  The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith.
 
(c)           In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.
 
(d)           The Seller shall cooperate with the Purchaser in connection with any Securitization contemplated by the Purchaser pursuant to this Section.  In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization to the Seller at least fifteen (15) days prior to the closing of such Securitization and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date.  The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization.
 
(e)           In connection with each Securitization, the Seller shall deliver to the Purchaser and to any Person designed by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization.
 
(f)           Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.  It is understood and agreed by the Purchaser
 
 
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and the Seller that the right to effectuate such Whole Loan Transfer or Securitization as contemplated by this Section 32 is limited to the Purchaser.
 
[SIGNATURES ON FOLLOWING PAGE]
 
 
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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.
 
Redwood Residential Acquisition Corporation,
as Purchaser
 
By:
/s/ John Isbrandtsen
Name: 
John Isbrandtsen
Title: 
Authorized Officer
 
PrimeLending, a PlainsCapital Company,
as Seller
 
By:
/s/ Scott Eggen
Name: 
Scott Eggen
Title: 
Senior Vice President Capital Markets
 
[Flow Mortgage Loan Purchase and Sale Agreement, dated January 30, 2011]
 
 
 

 
 
EXHIBIT 1
 
MORTGAGE LOAN DOCUMENTS
 
With respect to each Mortgage Loan, the Mortgage Loan Documents shall consist of the following:
 
(a)           the original Mortgage Note bearing all intervening endorsements, endorsed in blank and signed in the name of the Seller by an officer thereof or, if the original Mortgage Note has been lost or destroyed, a lost note affidavit;
 
(b)           the original Assignment of Mortgage with assignee’s name left blank;
 
(c)           the original of any guarantee executed in connection with the Mortgage Note;
 
(d)           the original Mortgage with evidence of recording thereon, or if any such mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded mortgage, a photocopy of such mortgage certified by the Seller to be a true and complete copy of the original recorded mortgage;
 
(e)           the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;
 
(f)           the originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such intervening assignment of mortgage 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, a photocopy of such intervening assignment of mortgage, certified by the Seller to be a true and complete copy of the original recorded intervening assignment of mortgage;
 
(g)           the original mortgagee title insurance policy including an Environmental Protection Agency Endorsement and, with respect to any Adjustable Rate Mortgage Loan, an adjustable-rate endorsement;
 
(h)           the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and
 
(i)            a copy of any applicable power of attorney.
 
With respect to each Mortgage Loan that is secured by a first lien on and a perfected security interest in Co-op Shares and the related Proprietary Lease (as such terms are defined below) granting exclusive rights to occupy the related co-op unit in the building owned by the related co-op corporation, in lieu of delivering the documents listed above the Seller shall deliver the following documents to the Purchaser or its designee:

 
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(i)
the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements;

(ii)
the original security agreement;

(iii)
the original lease on a co-op unit evidencing the possessory interest of the owner of the Co-op Shares in such co-op unit (the “Proprietary Lease”) and an original assignment of the Proprietary Lease in blank;

(iv)
the original recognition agreement;

(v)
the original stock certificate representing the shares of stock issued by a co-op corporation and allocated to a co-op unit (the “Co-op Shares”) and original stock power in blank;

(vi)
the original UCC-1 financing statement with evidence of filing; and

(vii)
the original UCC-3 assignment in blank.

 
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EXHIBIT 2
 
CONTENTS OF EACH MORTGAGE FILE
 
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, unless otherwise disclosed to the Purchaser on the data tape, which shall be delivered to the Purchaser, with a copy retained by the Seller as necessary:
 
(a)           The Mortgage Loan Documents as listed in Exhibit 1.
 
(b)           Residential loan application.
 
(c)           Mortgage Loan closing statement.
 
(d)           Verification of employment and income, including the executed 4506T if required.
 
(e)           Verification of acceptable evidence of source and amount of down payment.
 
(f)            Credit report on Mortgagor, in a form acceptable to either Fannie Mae or Freddie Mac.
 
(g)           Residential appraisal report.
 
(h)           Photograph of the Mortgaged Property.
 
(i)            Survey of the Mortgaged Property, unless a survey is not required by the title insurer.
 
(j)            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, home owner association declarations, etc.
 
(k)           Copies of all required disclosure statements.
 
(l)            If applicable, termite report, structural engineer’s report, water potability and septic certification.
 
(m)           Sales contract, if applicable.
 
(n)           The Primary Mortgage Insurance policy or certificate of insurance or electronic notation of the existence of such policy, where required pursuant to the Agreement.
 
(o)           Evidence of electronic notation of the hazard insurance policy, and, if required by law, evidence of the flood insurance policy.
 
(p)           Any documentation provided by the Mortgagor or obtained by the Seller in connection with the granting of any underwriting exception.
 
(q)           All other documentation involved in the underwriting or origination of the related Mortgage Loan.
 
 
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EXHIBIT 3
 
UNDERWRITING GUIDELINES
 
[ON FILE WITH THE PURCHASER]
 
 
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EXHIBIT 4
 
[Reserved]
 
 
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EXHIBIT 5
 
FORM OF MONTHLY REMITTANCE REPORT
 
Seller shall provide or cause to be provided the following information to Purchaser:

Investor Code
First Republic Loan Number
Investor Loan Number
Last Paid Installment
Scheduled Payment
Scheduled Interest Rate
Servicing Fee
Beginning Scheduled Balance
Unpaid Principal Balance
Ending Scheduled Balance
Scheduled Principal
Unscheduled Principal
Interest on Curtailment
Total Principal
Scheduled Interest
Total Remittance
Payoff Date
Payoff Amount
Soldier and Sailor (S&S) Flag
S&S subsidy amount
S&S order end date
Prepayment Penalty Amount
Prepayment Amount Waived
Action Code
Investor Id
Category Code
Deal Name
Reason for Default
Breach Letter Date
Mortgagor First Name
Mortgagor Last Name
Property Street Address
City Name
Property Alpha State Code
Property ZIP Code
Next Payment Due Date
MI Company
MI Coverage %
Bankruptcy Status Code
Bankruptcy Filing Date
Bankruptcy Chapter Type
Bankruptcy Case Number

 
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Bankruptcy Post Petition Due Date
Bankruptcy Discharge Date
Bankruptcy Dismissal Date
Loss Mitigation Status Code (To include Short sale and loan modification)
Loss Mit Approval Date
Loss Mit Type
Modified Rate
Modified First payment date
Balloon (Y) (N)
Balloon Amount
Amortization Term
Capitalized Amount
Principal Forbearance
Principal Write down Amount
Short Sale (Y) (N)
Short Sale Sales Price
Short Sale Completed Date
Foreclosure Status Code
Foreclosure Attorney Referral Date
First Legal Date
Foreclosure Property Value
Foreclosure Property Value Type
Foreclosure Property Value Date
Scheduled Foreclosure Date
Foreclosure Sale Date
Foreclosure Sale Amount
REO Status Code
Expenses to Date
REO Eviction Start Date
REO Eviction Completed Date
REO Original Listing Price Amount
REO Current Listing Price Amount
REO Listing Start Date
REO Accepted Offer Amount
REO Accepted Offer Date
REO Completed Date
Occupancy Current Status Code
Property Condition
Property Inspection Date
Appraisal Date
Current Property Value
Repaired Property Value
Original Mortgage Amount
 
 
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EXHIBIT 6

FORM OF Purchase Price and Terms Letter

CLOSING DATE: _______________                  

This Purchase Price and Terms Letter (this “PPTL”), dated as of _______ (the “Closing Date”), confirms the sale by PrimeLending, a PlainsCapital Company (the “Seller”) to Redwood Residential Acquisition Corporation (the “Purchaser”), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the “Mortgage Loans”), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the “Flow Purchase and Sale Agreement”), dated as of January 30, 2011, by and between the Purchaser and the Seller.  Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller does hereby bargain, sell, convey, assign and transfer to Purchaser without recourse, except as provided in the Flow Purchase and Sale Agreement, and on a servicing released basis, all right, title and interest of the Seller in and to each of the Mortgage Loans, together with all documents maintained as part of the related Mortgage Files, all Mortgaged Properties which secure any Mortgage Loan but are acquired by foreclosure, deed in lieu of foreclosure after the Cut-off Date or otherwise, all payments of principal and interest received on the Mortgage Loans after the Cut-off Date, all other unscheduled collections collected in respect of the Mortgage Loans after the Cut-off Date, and all proceeds of the foregoing, subject, however, to the rights of the Seller under the Flow Purchase and Sale Agreement.

The Seller has delivered to the Purchaser or its designee prior to the date hereof the documents with respect to each Mortgage Loan required to be delivered under the Flow Purchase and Sale Agreement.

For purposes of the Mortgage Loans sold pursuant to this PPTL, certain terms shall be as set forth below:

Servicer:
 
Stated Principal Balance:
$_______________________
Closing Date:
  _______________________
Servicing Transfer Date:
  _______________________
Cut-off Date:
  _______________________
Purchase Price Percentage:
  ________%

 
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In WITNESS WHEREOF, the parties hereto, by the hands of their duly authorized officers, execute this PPTL as of the Closing Date referred to above.

Redwood Residential Acquisition
 
PrimeLending, a PlainsCapital Company
Corporation  
as Seller
as Purchaser
 
 
       
By:
   
By:
 
     
Name:
   
Name:
 
     
Its:
   
Its:
 

 
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EXHIBIT 7
[RESERVED]
 
 
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EXHIBIT 8
 
FORM OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN
 
Under federal law, borrowers are required to be notified in writing whenever ownership of a mortgage loan secured by their principal dwelling is sold, transferred or assigned (collectively, “sold”) to a new creditor.  This Notice is to inform you that your prior creditor has sold your loan (described below) to us, the new creditor identified below.

**Please note that while we now own your loan, we are not the servicer of your loan.  The servicer (identified below) acts on our behalf to handle the ongoing administration of your loan, including the collection of mortgage payments.  Please continue to send your mortgage payments as directed by the servicer, and NOT to us.  Also, should you have any questions regarding your loan, please contact the servicer using the contact information set forth below.  The servicer is authorized to handle routine inquiries and requests regarding your loan and, if necessary, to consult with us regarding your request and communicate to you our decision with respect to such request. **

Please note that the sale of your loan to us may also result in a change of servicer.  If this occurs, you will receive a separate notice, required under federal law, providing information regarding the new servicer.

LOAN INFORMATION
 
Date of Loan:
Original Amount of Loan:
Date Your Loan was Sold to the New Creditor:
Address of Mortgaged Property:
 
SERVICER INFORMATION
 
Name:
Mailing Address:
Telephone Number (Toll free):
 
NEW CREDITOR INFORMATION
 
Name:
Mailing Address:  (not for payments):
Telephone Number (Toll free):
 
 
 
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AGENT INFORMATION (If we have granted an agent other than the servicer authority to act on our behalf, contact information for such agent will appear below):
 
Name:
Mailing Address:
Telephone Number (Toll free):
 

 
The transfer of the lien associated with your loan is currently recorded, or in the future may be recorded, in the public records of the local County Recorder’s office for the county where your property is located.  If checked ¨, ownership of your loan is also recorded on the registry of the Mortgage Electronic Registrations System at 1818 Library Street, Suite 300, Reston, VA 20190.
 
 
[Confirm if applicable]  Your loan has been securitized and we own legal title to your loan acting as trustee of the related securitization trust (the “Trust”) for the benefit of the holders (the “Holders”) of the mortgage-backed securities issued by the Trust.  Our rights and obligations, as trustee, are defined in one or more contracts among us, the Holders and certain other parties.  As a result, our authority to respond favorably to your requests or inquiries may be limited by the terms of such contracts.
 
 
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EXHIBIT 9
 
MORTGAGE LOAN SCHEDULE
 
[ASF RMBS DISCLOSURE PACKAGE]
 
 
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EXHIBIT 10
 
TRANSFER INSTRUCTIONS
 
 
 

 
 
ADDENDUM I
 
REGULATION AB COMPLIANCE ADDENDUM
TO FLOW PURCHASE AND SALE AGREEMENT
 
SECTION 1.  DEFINED TERMS
 
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.  The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:
 
Commission:  The United States Securities and Exchange Commission.
 
Company Information:  As defined in Section 2.04(a).
 
Depositor:  The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
 
Exchange Act:  The Securities Exchange Act of 1934, as amended.
 
Master Servicer:  With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.
 
Qualified Correspondent:  Any Person from which the Company purchased Mortgage Loans, provided that this term shall not include the Purchaser or an affiliate of the Purchaser and provided further that the following conditions are satisfied:  (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure
 
 
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that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
 
Reconstitution Agreement:  The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans, in connection with a Whole Loan Transfer or Securitization Transaction.
 
Regulation AB:  Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,505, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Securities Act:  The Securities Act of 1933, as amended.
 
Securitization Transaction:  Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.
 
Servicer:  As defined in Section 2.03(c).
 
Servicing Criteria:  The “servicing criteria” set forth in Item 1122(d) of Regulation AB for which the Company is responsible in its capacity as Servicer as identified on Exhibit B hereto, provided that such Exhibit B may be amended from time to time to reflect changes in Regulation AB.
 
Sponsor:  With respect to any Securitization Transaction, the Person identified in writing to the Company by the Purchaser as sponsor for such Securitization Transaction.
 
Static Pool Information:  Static pool information as described in Item 1l05(a)(l)-(3) and 1105(c) of Regulation AB.
 
Third-Party Originator:  Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Company, provided that this term shall not include originators of Mortgage Loans acquired by the Company from the Purchaser or an affiliate of the Purchaser.
 
Whole Loan Transfer:  Any sale or transfer of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.
 
 
I-2

 
 
SECTION 2.  COMPLIANCE WITH REGULATION AB
 
Subsection 2.01  Intent of the Parties; Reasonableness.
 
The Purchaser and the Company acknowledge and agree that the purpose of this Regulation AB Addendum is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof.  Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings.  References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings.
 
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Third-Party Originator and the Mortgage Loans reasonably believed by the Purchaser, the Master Servicer or any Depositor to be necessary in order to effect such compliance.
 
For purposes of this Regulation AB Addendum, the term “Purchaser” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and
 
 
I-3

 
 
assigns.  In addition, any notice or request that must be “in writing”  or “written” may be made by electronic mail.
 
Subsection 2.02  Additional Representations and Warranties of the Company.
 
(a)           The Company shall be deemed to represent to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Company or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified in writing to the Company by the related Depositor of a type described in Item 1119 of Regulation AB.
 
(b)           If so requested in writing by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03, the Company shall use its best efforts to confirm in writing within five (5) Business Days, but in no event later than ten (10) Business Days, following such request the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide within five (5) Business Days, but in no event later than ten (10) Business Days, reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
 
Subsection 2.03  Information to Be Provided by the Company.
 
In connection with any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later than ten (10) Business Days, following written request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Section.
 
(a)           If so requested in writing by the Purchaser or any Depositor, the Company shall provide such information regarding (i) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose
 
 
I-4

 
 
of compliance with Items 1103(a)(l), 1105, 1110, 1117 and 1119 of Regulation AB.  Such information shall include, at a minimum:
 
(A)          the originator’s form of organization;
 
(B)          a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;
 
(C)          a description of any legal or governmental proceedings pending (or known to be contemplated) against the Company and each Third-Party Originator that would be material to securityholders; and
 
(D)          a description of any affiliation or relationship between the Company, each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:
 
(1)           the sponsor;
(2)           the depositor;
(3)           the issuing entity;
(4)           any servicer;
(5)           any trustee;
(6)           any originator;
(7)           any significant obligor;
(8)           any enhancement or support provider; and
(9)           any other material transaction party.

(b)           If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information solely with respect to securitized pools of mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) that were included in securitizations that closed during the five (5) years preceding the closing date of the related Securitization Transaction and for which Banc of America Mortgage Securities, Inc. was the depositor.  Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(3) of Regulation AB.  To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall
 
 
I-5

 
 
be provided pursuant to this paragraph.  The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor.  Such Static Pool Information for each prior securitized pool shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in such prior securitized pool.  The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference.  The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.
 
Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph) during the applicable offering period for the securities, the Company shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Company.
 
If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Regulation AB Addendum), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to securitizations closed on or after January 1, 2006, as the Purchaser or such Depositor shall reasonably request.  Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction.  Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.
 
(c)           For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, for so long as the Depositor is required to file reports under the Exchange Act with respect to a Securitization Transaction, the Company shall (or shall cause each Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings pending against the Company or any Third-Party Originator that would be material to securityholders and (B) any affiliations or relationships that develop following the closing date of a
 
 
I-6

 
 
Securitization Transaction between the Company or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, but only to the extent that such affiliations or relationships do not include the Purchaser, Depositor or any of their respective affiliates as a party, (C) any Event of Default of which it is aware or has received notice under the terms of the Agreement or any Reconstitution Agreement and (D) any merger or consolidation where the Company is not the surviving entity or sale of substantially all of the assets of the Company and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.
 
Subsection 2.04  Indemnification; Remedies.
 
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
 
(a)           (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic format under this Article II by or on behalf of the Company, or provided under this Article II by or on behalf of any Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
 
(b)          any breach by the Company of its obligations under this Article II, including particularly any failure by the Company or any Third-Party Originator to
 
 
I-7

 
 
deliver any information, report, certification, accountants’ letter or other material when and as required under this Article II;
 
(c)           any breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, or
 
(d)          the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Article II.
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.
 
In the case of any failure of performance described in clause (a)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company or any Third-Party Originator.
 
(e)           This indemnification shall survive the termination of the Agreement or the termination of any party to the Agreement.
 
Subsection 2.05  Third-party Beneficiary.
 
For purposes of this Regulation AB Addendum and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of the Agreement, entitled to all the rights and benefits hereof as if it were a direct party to the Agreement.
 
 
I-8

 
EX-10.10 15 v345546_ex10-10.htm COLE TAYLOR PURCHASE AGREEMENT
EXHIBIT 10.10
 
 
EXECUTION COPY
 
 
FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
 
between
 
COLE TAYLOR BANK,
as Seller,
 
and
 
REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
as Purchaser
 
August 1, 2011
 
Residential Mortgage Loans
 
(Servicing Released, Temporary Interim Servicing Period Only)
 
 
 
 

 
 
TABLE OF CONTENTS
 
     
Page
       
SECTION 1.
Definitions
 
1
       
SECTION 2.
Purchase and Conveyance
 
16
       
SECTION 3.
Mortgage Loan Schedule
 
16
       
SECTION 4.
Purchase Price
 
17
       
SECTION 5.
Examination of Mortgage Files
 
17
       
SECTION 6.
Delivery of Mortgage Loan Documents
 
16
       
Subsection 6.01
Possession of Mortgage Files
 
16
       
Subsection 6.02
Books and Records
 
18
       
Subsection 6.03
Delivery of Mortgage Loan Documents
 
18
       
Subsection 6.04
RESPA Notice and Helping Families Notice
 
19
       
SECTION 7.
Representations, Warranties and Covenants; Remedies for Breach
 
19
       
Subsection 7.01
Representations and Warranties Regarding Individual Mortgage Loans
  19
 
 
 
 
Subsection 7.02
Seller Representations and Covenants
 
30
       
Subsection 7.03
Repurchase; Substitution
 
32
       
Subsection 7.04
Repurchase of Mortgage Loans With Early Payment Default
 
35
       
Subsection 7.05
Purchase Price Protection
 
35
       
SECTION 8.
Closing
 
36
       
Subsection 8.01
Closing Conditions
 
36
       
Subsection 8.02
Closing Documents
 
36
       
SECTION 9.
[Reserved.]
 
37
       
SECTION 10.
Costs
 
37
       
SECTION 11.
Interim Servicing; Servicing Transfer
 
37
       
Subsection 11.01
Temporary Servicing of Mortgage Loans
 
37
       
Subsection 11.02
Direction by Purchaser During Interim Servicing Period
 
39
       
Subsection 11.03
Collection of Mortgage Loan Payments
 
39
       
Subsection 11.04
Establishment of Custodial Account; Deposits in Custodial Account
 
39
 
 
   
Subsection 11.05
Withdrawals From the Custodial Account
 
41
       
Subsection 11.06
Establishment of Escrow Account; Deposits in Escrow Account
 
42
       
Subsection 11.07
Withdrawals From Escrow Account
 
42

 
i

 
 
     
Page
       
Subsection 11.08
Payment of Taxes, Insurance and Other Charges;
   
 
Collections Thereunder
 
43
       
Subsection 11.09
Transfer of Accounts
 
43
       
Subsection 11.10
Maintenance of Hazard Insurance
 
43
       
Subsection 11.11
Maintenance of Primary Mortgage Insurance Policy; Claims
 
44
       
Subsection 11.12
Fidelity Bond; Errors and Omissions Insurance
 
45
       
Subsection 11.13
Title, Management and Disposition of REO Property
 
46
       
Subsection 11.14
Servicing Compensation
 
46
       
Subsection 11.15
Distributions
 
46
       
Subsection 11.16
Statements to the Purchaser
 
46
       
Subsection 11.17
[Reserved]
 
47
       
Subsection 11.18
Assumption Agreements
 
47
       
Subsection 11.19
Satisfaction of Mortgages and Release of Mortgage Files
 
48
       
Subsection 11.20
Seller Shall Provide Access and Information as Reasonably Required
 
48
       
Subsection 11.21
Inspections
 
48
       
Subsection 11.22
Restoration of Mortgaged Property
 
48
       
Subsection 11.23
Fair Credit Reporting Act
 
48
       
Subsection 11.24
Transfer of Servicing to Purchaser
 
48
       
Subsection 11.25
Payments Received
 
48
       
SECTION 12.
The Seller
 
49
       
Subsection 12.01
Indemnification; Third Party Claims
 
49
       
Subsection 12.02
Merger or Consolidation of the Seller
 
49
       
Subsection 12.03
Limitation on Liability of the Seller and Others
 
49
       
SECTION 13.
Default
 
50
       
Subsection 13.01
Events of Default
 
50
       
Subsection 13.02
Waiver of Default.
 
51
       
SECTION 14.
 Termination
 
51
       
Subsection 14.01
Termination
 
51
       
Subsection 14.02
Successors to the Seller as Interim Servicer
 
52
       
Subsection 14.03
Termination of Interim Servicing by Purchaser.
 
53
       
SECTION 15.
Notices
 
53

 
ii

 
 
     
Page
       
SECTION 16.
 Severability Clause
 
54
       
SECTION 17.
 No Partnership
 
54
       
SECTION 18.
 Counterparts
 
54
       
SECTION 19.
 Governing Law; Choice of Forum; Waiver of Jury Trial
 
55
       
SECTION 20.
 Intention of the Parties
 
55
       
SECTION 21.
 Waivers
 
56
       
SECTION 22.
 Exhibits
 
56
       
SECTION 23.
 General Interpretive Principles
 
56
       
SECTION 24.
 Reproduction of Documents
 
57
       
SECTION 25.
 Amendment
 
57
       
SECTION 26.
 Confidentiality
 
57
       
SECTION 27.
 Entire Agreement
 
57
       
SECTION 28.
 Further Agreements
 
58
       
SECTION 29.
 Successors and Assigns
 
58
       
SECTION 30.
 Non-Solicitation
 
58
       
SECTION 31.
Protection of Consumer Information
 
59
       
SECTION 32.
Cooperation of the Seller with a Reconstitution; Regulation AB Compliance
 
59
       
SECTION 1.
DEFINED TERMS
 
I-1
       
SECTION 2.
COMPLIANCE WITH REGULATION AB
 
I-3
       
Subsection 2.01
Intent of the Parties; Reasonableness.
 
I-3
       
Subsection 2.02
Additional Representations and Warranties of the Company.
 
I-4
       
Subsection 2.03
Information to Be Provided by the Company.
 
I-4
       
Subsection 2.04
Indemnification; Remedies.
 
I-7
       
Subsection 2.05
Third-party Beneficiary.
 
I-8
 
 
iii

 
 
EXHIBITS
 
EXHIBIT 1
MORTGAGE LOAN DOCUMENTS
   
EXHIBIT 2
CONTENTS OF EACH MORTGAGE FILE
   
EXHIBIT 3
FORM OF PPTL
   
EXHIBIT 4
SERVICING TRANSFER INSTRUCTIONS
   
ADDENDUM I
REGULATION AB COMPLIANCE ADDENDUM
 
 
iv

 
 
FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
 
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated  August 1, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and COLE TAYLOR BANK, as seller (the “Seller”).
 
WITNESSETH:
 
WHEREAS, the Seller has agreed to sell from time to time to the Purchaser, and the Purchaser has agreed to purchase from time to time from the Seller, certain conventional, residential, first-lien mortgage loans (the “Mortgage Loans”) as described herein on a servicing released basis, and which shall be delivered as whole loans as provided herein; and
 
WHEREAS, the Mortgage Loans will be sold by the Seller and purchased by the Purchaser as pools or groups of whole loans on a servicing released basis (each, a “Mortgage Loan Package”) on the various Closing Dates as provided herein; and
 
WHEREAS, each of the Mortgage Loans will be 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 related Mortgage Loan Schedule which will be annexed to a PPTL (as defined herein) on the related Closing Date; and
 
WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance and control of the Mortgage Loans;
 
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree as follows:
 
SECTION 1.  Definitions.
 
For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.
 
Adjustable Rate Mortgage Loan:  A Mortgage Loan purchased pursuant to this Agreement which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.
 
Adjustment Date:  As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.
 
 
 

 
 
Agency Transfer:  The sale or transfer by the Purchaser of some or all of the Mortgage Loans to Fannie Mae, Ginnie Mae or Freddie Mac while retaining Servicer as servicer.
 
Agreement:  This Flow Mortgage Loan Purchase and Sale Agreement including all exhibits, schedules, amendments and supplements hereto.
 
ALTA:  The American Land Title Association or any successor thereto.
 
Anti-Money Laundering Laws: As defined in Section 7.01(h).
 
Applicable Requirements:  With respect to the Mortgage Loans, as applicable and as of the time of reference, (i) the terms of the applicable Mortgage and Mortgage Note; (ii) Customary Servicing Procedures; (iii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the servicing of the Mortgage Loans including, without limitation, the applicable requirements and guidelines of any insurer or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iv) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing of the Mortgage Loans; and (v) all contractual obligations relating to the servicing of the Mortgage Loans including, without limitation, those contractual obligations contained in any applicable servicing agreement or in any agreement relating to the Mortgage Loans with any insurer or in the Mortgage File.
 
Appraised Value:  With respect to any Mortgaged Property, the lesser of (i) the value (or Reconciled Market Value if more than one appraisal is received) thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value (or Reconciled Market Value if more than one appraisal is received) of the Mortgaged Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.
 
Appraiser Independence Requirements: The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.
 
Arbitration: Arbitration in accordance with the then governing Arbitration Rules for Commercial Disputes of the American Arbitration Association (“AAA”) and administered by the AAA, which shall be conducted in a place mutually acceptable to the parties to the arbitration.
 
Arbitrator:  A retired judge or justice of an Illinois or New York state trial or appellate court, or a retired judge of a United States District Court (which judge or justice is not affiliated with the Seller or the Purchaser and is a member of the American Arbitration Association) or, if no such judge or justice is available to serve as an arbitrator, a person who is not affiliated with the Seller or the Purchaser and who is a member of the American Arbitration Association.
 
 
2

 
 
Assignment of Mortgage:  An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.
 
Assumed Principal Balance:  As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan pursuant to Subsection 11.15 and representing payments or other recoveries of principal.
 
Balloon Mortgage Loan:  A Mortgage Loan that provided on the date of origination for monthly payments up to but not including the maturity date based on an amortization extending beyond its maturity date.
 
Balloon Payment:  With respect to any Balloon Mortgage Loan as of any date of determination, the final payment payable on the maturity of such Mortgage Loan, which shall include the entire remaining principal balance.
 
Business Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, the State of Illinois or the State of California, or (iii) a day on which banks in the State of New York, the State of Illinois or the State of California are authorized or obligated by law or executive order to be closed.
 
Closing Date:  The date or dates, set forth in the related PPTL, on which the Purchaser will purchase and the Seller will sell the Mortgage Loans identified therein.
 
CLTV: Combined Loan-to-Value Ratio.
 
Code:  The Internal Revenue Code of 1986, as amended, or any successor statute thereto.
 
Commission:  The United States Securities and Exchange Commission.
 
Condemnation Proceeds:  All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
 
Consumer Information:  Any personally identifiable information in any form (written electronic or otherwise) relating to a Mortgagor, including, but not limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history,
 
 
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delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship with the Seller or Servicer or the originator of the related Mortgage Loan; and any other non-public personally identifiable information.
 
Credit Score: For each Mortgage Loan, (a) if two credit scores were obtained at origination, the lowest score of the two, and (b) if three scores were obtained at origination, the middle of the three.  When there is more than one applicant, the lowest of the applicants’ Credit Scores will be used.  There is only one (1) score for any Mortgage Loan regardless of the number of borrowers and/or applicants.
 
Custodial Account:  As defined in Subsection 11.04.
 
Customary Servicing Procedures:  With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates, or as such mortgage servicing practices may change from time to time.
 
Cut-off Date:  With respect to each Mortgage Loan, the first day of the month of the related Closing Date as set forth in the related PPTL.
 
Deleted Mortgage Loan:  A Mortgage Loan replaced or to be replaced with a Substitute Mortgage Loan in accordance with this Agreement.
 
Delinquent:  Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made by the close of business on the Business Day preceding the next scheduled Due Date for such Mortgage Loan.
 
Due Date:  The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
 
Eligible Account:  Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein.  Eligible Accounts may bear interest.  If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts
 
 
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is no longer in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations or in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations, the funds on deposit therewith in connection with this Agreement shall be transferred to an Eligible Account within 30 days of such downgrade.
 
Eligible Investments:  Any one or more of the following obligations or securities:
 
(i)           direct obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;
 
(ii)           (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category with respect to short-term obligations and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
 
(iii)           repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i)  above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;
 
(iv)           securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in the highest rating category for long-term unsecured debt with a maturity of more than one year or in the highest rating category with respect to short-term obligations by each Rating Agency, in each case at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;
 
(v)           commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated in the highest rating category by each Rating Agency at the time of such investment; and
 
 
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(vi)           any money market funds rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations;
 
provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.
 
Escrow Account:  As defined in Subsection 11.06.
 
Escrow Payments:  The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
 
Event of Default:  Any one of the conditions or circumstances enumerated in Subsection 13.01.
 
Fannie Mae:  The entity formerly known as the Federal National Mortgage Association or any successor thereto.
 
Fannie Mae Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto in effect on and after the related Closing Date.
 
FDIC:  The Federal Deposit Insurance Corporation or any successor thereto.
 
FDPA: The Flood Disaster Protection Act of 1973, as amended.
 
Fidelity Bond:  The fidelity bond required to be obtained by the Servicer pursuant to Subsection 11.12.
 
FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.
 
First Remittance Date:  With respect to each Mortgage Loan Package, the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the calendar month immediately following the Closing Date; provided, however, if the Servicing Transfer Date is not one (1) or more Business Days prior to the first day of such
 
 
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calendar month, such date will be the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the next succeeding calendar month.
 
Freddie Mac:  The entity formerly known as the Federal Home Loan Mortgage Corporation or any successor thereto.
 
Freddie Mac Guide:  The Freddie Mac Single Family Seller/Servicer Guide and all amendments or additions thereto in effect on and after the related Closing Date.
 
Full Prepayment:  Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and 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.
 
Ginnie Mae: The Government National Mortgage Association or any successor thereto.
 
Gross Margin:  With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage Loan.
 
Helping Families Act: As defined in Subsection 6.04.
 
HUD:  The United States Department of Housing and Urban Development or any successor thereto.
 
Independent: When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any affiliate of such other Person, and (c) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.
 
Index:  With respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.
 
Initial Rate Cap:  With respect to each Adjustable Rate Mortgage Loan and the initial Adjustment Date therefor, a number of percentage points per annum that is set forth in the Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase or decrease from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.
 
 
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Insurance Proceeds:  With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
 
Interim Servicing Period: The period from the Closing Date to the related Servicing Transfer Date.
 
IO Adjustable Rate Mortgage Loan:  An Adjustable Rate Mortgage Loan with respect to which accrued interest only is payable by a Mortgagor on each Due Date until the IO Conversion Date.
 
IO Conversion Date:  With respect to an IO Adjustable Rate Mortgage Loan, the date that references the end of the “interest only period” applicable thereto.
 
Lifetime Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the provisions of the related Mortgage Note.
 
Liquidation Proceeds:  The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.
 
Loan-to-Value Ratio:  With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a percentage, of the outstanding principal balance of the Mortgage Loan on such date, to the Appraised Value of the related Mortgaged Property.
 
LPMI: Lender paid mortgage insurance.
 
LTV:  Loan-to-Value Ratio.
 
Master Servicer:  Wells Fargo Bank, N.A., together with its successors and assigns, as master servicer with respect to any Securitization Transaction, or any other master servicer designated as such with respect to any Securitization Transaction.
 
MERS:  Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS Mortgage Loan:  Any Mortgage Loan registered with MERS on the MERS System.
 
MERS System:  The system of recording transfers of mortgages electronically maintained by MERS.
 
 
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MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.
 
Minimum Interest Rate:  With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased.
 
Monthly Payment:  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.
 
Mortgage:  The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.
 
Mortgage File:  With respect to each Mortgage Loan, all documents involved in the origination, underwriting (including documented compensating factors pertaining to exceptions) and servicing of the Mortgage Loan, including but not limited to the documents specified in Exhibit 2, and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
 
Mortgage Interest Rate:  With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest rate imposed by the Initial Rate Cap, the Periodic Rate Cap, the Minimum Interest Rate and the Lifetime Rate Cap, if any.
 
Mortgage Loan:  An individual Mortgage Loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the related Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage File, the Servicing File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, any escrow accounts related to the Mortgage Loan, the Servicing Rights and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
 
Mortgage Loan Documents:  With respect to any Mortgage Loan, the documents listed in Exhibit 1 hereto.
 
Mortgage Loan Package:  The pool or group of whole loans purchased on a Closing Date, as described in the Mortgage Loan Schedule annexed to the related PPTL.
 
 
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Mortgage Loan Remittance Rate:  With respect to any Mortgage Loan, the related Mortgage Interest Rate minus the related Servicing Fee Rate.
 
Mortgage Loan Schedule:  The schedule of Mortgage Loans prepared for each Closing Date setting forth the information with respect to each Mortgage Loan required by the disclosure report format of the Purchaser, which disclosure report format is delivered by the Purchaser to the Seller.
 
Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
 
Mortgaged Property:  The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling.
 
Mortgagee:  The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.
 
Mortgagor:  The obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.
 
NAIC:  The National Association of Insurance Commissioners or any successor organization.
 
Officer’s Certificate:  A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President of the Person on behalf of whom such certificate is being delivered.
 
Opinion of Counsel:  A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed, and which must be Independent outside counsel with respect to such opinion of counsel concerning the taxation or the federal income tax status of a REMIC.
 
OTS:  The Office of Thrift Supervision or any successor thereto.
 
Partial Prepayment:  Any payment of principal on a Mortgage Loan, other than a Full Prepayment, which is received in advance of its scheduled Due Date and 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.
 
Periodic Rate Cap:  As to each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any Adjustment Date as provided in the related Mortgage Note, if applicable.
 
 
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Person:  An individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
PPTL:  With respect to each Mortgage Loan and Mortgage Loan Package, the Purchase Price and Terms Letter, substantially in the form of Exhibit 6 attached hereto, providing for the sale by Seller and the purchase by the Purchaser of the Mortgage Loan Package on the related Closing Date.
 
Prepayment Charge:  With respect to each Mortgage Loan, the fee payable by the Mortgagor if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.
 
Prepayment Interest Shortfall:  As to any Remittance Date and any Mortgage Loan, (a) if such Mortgage Loan was the subject of a Full Prepayment during the related Principal Prepayment Period, the excess of one month’s interest (adjusted to the Mortgage Loan Remittance Rate) on the Assumed Principal Balance of such Mortgage Loan outstanding immediately prior to such prepayment, over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the Mortgagor in respect of such Principal Prepayment Period, and (b) if such Mortgage Loan was the subject of a Partial Prepayment during the related Principal Prepayment Period, an amount equal to the excess of one month’s interest at the Mortgage Loan Remittance Rate on the amount of such Partial Prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Partial Prepayment during such Principal Prepayment Period.
 
Primary Mortgage Insurance Policy:  A policy of primary mortgage guaranty insurance.
 
Principal Prepayment:  Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Charge 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:  As to any Remittance Date, the calendar month preceding the calendar month in which such Remittance Date occurs.
 
Purchase Price:  The price paid on the related Closing Date by the Purchaser to the Seller pursuant to this Agreement in exchange for the Mortgage Loans included in the related Mortgage Loan Package, as calculated pursuant to Section 4 and the related PPTL.
 
Purchase Price Percentage:  For each Mortgage Loan included in a Mortgage Loan Package, the percentage of par set forth in the related PPTL that is used to calculate the Purchase Price of the Mortgage Loans included in such Mortgage Loan Package.
 
 
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Purchaser:  The Person listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms of this Agreement.
 
Qualified Appraiser:  With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
 
Qualified Insurer:  An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided by the insurance policy issued by it, approved as an insurer by Fannie Mae and Freddie Mac.
 
Rating Agencies: Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc. or, in the event that some or all ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.
 
Reconciled Market Value: The estimated market value of the Mortgaged Property or REO Property that is reasonably determined by the Seller based on different results obtained from different permitted valuation methods or at different time periods, all in accordance with Customary Servicing Procedures.
 
Reconstitution Agreement:  The agreement or agreements entered into by the Seller and the Purchaser and certain third parties on the Reconstitution Date or Reconstitution Dates with respect to any or all of the Mortgage Loans conveyed hereunder, in connection with a Whole Loan Transfer or a Securitization Transaction as provided in Subsection 32.
 
Reconstitution Date:  The date or dates on which any or all of the Mortgage Loans are reconstituted as part of a Whole Loan Transfer or Securitization Transaction pursuant to Section 32 hereof.
 
Record Date:  The close of business of the last Business Day of the month preceding the month of the related Remittance Date or, in the case of a Remittance Date that is the Servicing Transfer Date, the Business Day prior to the Servicing Transfer Date.
 
Refinanced Mortgage Loan:  A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
 
 
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Regulation AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.  §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Regulation AB Compliance Addendum:  Addendum I attached hereto and incorporated herein by reference thereto.
 
REMIC:  A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
 
Remittance Date:  (a) The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of any month, beginning with the First Remittance Date with respect to each Mortgage Loan Package, and (b) the Servicing Transfer Date.
 
REO Disposition:  The final sale by the Seller or the Purchaser of an REO Property.
 
REO Disposition Proceeds:  All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.
 
REO Property:  A Mortgaged Property acquired by or on behalf of the Purchaser through foreclosure or deed in lieu of foreclosure as described in Subsection 11.13.
 
Repurchase Price:  With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus, (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid and distributed to the Purchaser to the last day of the month in which such repurchase occurs, plus, (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held in the Custodial Account for future distribution in connection with such Mortgage Loan.
 
Residential Dwelling:  Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit development, none of which is a cooperative, mobile or manufactured home.
 
Securities Act:  The Securities Act of 1933, as amended.
 
 
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Securitization Transaction:  Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.
 
Seller: Cole Taylor Bank, or its successor in interest or any successor to the Seller under this Agreement appointed as herein provided.
 
Servicer:  The Servicer set forth in the related PPTL.
 
Servicing Advances:  All customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of a Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of a Mortgaged Property if such Mortgaged Property is acquired in satisfaction of the Mortgage, and (d) payments made by the Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.
 
Servicing Fee:  With respect to each Mortgage Loan, the fee the Purchaser shall pay to the Seller to interim service the Mortgage Loans, which shall, for each month, be equal to one-twelfth of the product of the applicable Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan (pro-rated with respect to partial months).  Such fee shall be payable monthly.  The obligation of the Purchaser to pay the Servicing Fee is limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Subsection 11.05) of related Monthly Payments collected by the Seller, or as otherwise provided under Subsection 11.05.
 
Servicing Fee Rate:  With respect to each Mortgage Loan, the per annum rate set forth on the related Mortgage Loan Schedule or if not specified thereon, in the related PPTL.
 
Servicing File:  With respect to each Mortgage Loan, the documents pertaining thereto specified in Exhibit 2 and copies of all documents for such Mortgage Loan specified in Exhibit 1.
 
Servicing Rights: With respect to each Mortgage Loan, any and all of the following: (a) all rights to service the Mortgage Loan; (b) all rights to receive the Servicing Fees, additional servicing compensation (including, without limitation, any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loan, and income on escrow accounts or other receipts on or with respect to the Mortgage Loan), reimbursements or indemnification for servicing the Mortgage Loan, and any payments received in respect of the foregoing and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other similar
 
 
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payments with respect to the Mortgage Loans and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by applicable law; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) possession and use of any and all Mortgage Loan Documents and Mortgage Files pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; (g) all rights, powers and privileges incident to any of the foregoing; and (h) all agreements or documents creating, defining or evidencing any of the foregoing rights to the extent they relate to such rights.
 
Servicing Transfer Date:  The date or dates, set forth in the related PPTL, when the Servicer will begin servicing the Mortgage Loans for the benefit of the Purchaser.
 
Servicing Transfer Instructions:  The servicing transfer instructions in the form of Exhibit 4 hereto.
 
Stated Principal Balance:  As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan as of the first day of the month for which such calculation is being made after giving effect to the principal portion of any Monthly Payments due on or before such date, whether or not received, as well as any Principal Prepayments received before such date, minus, without duplication, (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal, or advances in lieu thereof.
 
Substitute Mortgage Loan:  A mortgage loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, be approved by the Purchaser and meet the conditions described in Section 7.03(b) of this Agreement.
 
Underwriting Guidelines:  As to each Mortgage Loan Package, the written underwriting guidelines in effect as of the origination date of such Mortgage Loans, mutually agreed upon by the Seller and Purchaser, and delivered by the Seller to the Purchaser, as may be revised and modified, from time to time, by mutual agreement of the Purchaser and the Seller to reflect changes to the Underwriting Guidelines.
 
USA Patriot Act: Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.
 
USPAP: The Uniform Standards of Professional Appraisal Practice, as amended and in effect from time to time.
 
Whole Loan Transfer:  Any sale or transfer by the Purchaser of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.
 
 
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SECTION 2.  Purchase and Conveyance.
 
The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis.
 
With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date).  The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance.  Such Monthly Payments shall be the property of the Purchaser.  If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof.  If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.
 
SECTION 3.  Mortgage Loan Schedule.
 
The Seller shall deliver the Mortgage Loan Schedule (which will be annexed to the related PPTL) to the Purchaser at least two (2) Business Days prior to the related Closing Date.
 
SECTION 4.  Purchase Price.
 
The Purchase Price for the Mortgage Loans being acquired on a Closing Date shall be equal to the sum of (a) the product of (i) the Purchase Price Percentage stated in the related PPTL (subject to adjustment as provided therein) and (ii) the Stated Principal Balance of the Mortgage Loans listed on the related Mortgage Loan Schedule, plus (b) an amount equal to accrued interest on the aggregate Stated Principal Balance of the Mortgage Loans at the weighted average Mortgage Interest Rate of such Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, both inclusive (assuming 30/360) (the “Purchase Price”). If so provided in the related PPTL, portions of the Mortgage Loans shall be priced separately.
 
 
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The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans shall be paid on the related Closing Date by wire transfer of immediately available funds.
 
SECTION 5.  Examination of Mortgage Files.
 
The Seller shall, at the direction of the Purchaser, deliver to the Purchaser or its designee in escrow, for examination and retention, with respect to each Mortgage Loan to be purchased on the related Closing Date, the related Mortgage File in hard copy or  in digital format on compact disks or DVD.  Such examination may be made by the Purchaser or its designee at any reasonable time before or after the related Closing Date.  The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loan Package without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s (or any of its successors’) rights to demand repurchase or other relief or remedy provided for in this Agreement.
 
SECTION 6.  Delivery of Mortgage Loan Documents.
 
Subsection 6.01  Possession of Mortgage Files.
 
Originals or copies of all documents, including but not limited to the documents listed on Exhibit 2 and comprising the Mortgage File, other than the Mortgage Loan Documents, shall be delivered to the Purchaser or its designee on or prior to the related Closing Date.  During the Interim Servicing Period, originals of the contents of each Mortgage File not delivered to the Purchaser or the custodian appointed by the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof and shall be available for review by the Purchaser promptly following a written request.  During the Interim Servicing Period, the Seller’s possession of any portion of each such Mortgage File is at the will of the Purchaser, and such retention and possession by the Seller shall be in a custodial capacity only.  The ownership of each Mortgage Note, Mortgage and the contents of each Mortgage File is vested 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 Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only.  The copies of the Mortgage File retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Seller’s computer system to reflect clearly the ownership of such related Mortgage Loan by the Purchaser.  The Seller shall release from its custody the contents of any Mortgage File retained by it only in accordance with this Agreement and the Servicing Transfer Instructions, except when such release is required in connection with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this Agreement or if required under applicable law or court order.  The Purchaser shall, promptly following a written request, return to the Seller hard copies of the Mortgage File in respect of any Mortgage Loan that is not purchased by the Purchaser.
 
 
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Subsection 6.02  Books and Records.
 
The sale of each Mortgage Loan will be reflected on the Seller’s balance sheet and other financial statements as a sale of assets by the Seller.  The Seller shall maintain a complete set of books and records for the Mortgage Loans sold by it which shall be appropriately identified in the Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser.
 
In addition to the foregoing, the Seller shall provide to any supervisory agents or examiners that regulate the Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance written notice to the Seller and without charge to the Seller or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.
 
Subsection 6.03  Delivery of Mortgage Loan Documents.
 
The Seller shall deliver and release to the Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents no later than four (4) Business Days prior to the related Closing Date or, upon the request of the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 120 days from the Closing Date, deliver such original recorded Mortgage Loan Documents to the Purchaser or the appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office).  If delivery is not completed within 120 days of the related Closing Date solely because such Mortgage Loan Documents shall not have been returned by the appropriate recording office, the Seller shall deliver such Mortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate.  In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation.  The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents.  The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date.  If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall repurchase such Mortgage Loan in such manner set forth in Section 7.03.
 
Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder.
 
 
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If the Purchaser or its designee discovers any material defect with respect to any document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance with Section 7.03.
 
Subsection 6.04  RESPA Notice and Helping Families Notice
 
(a)           Prior to each Servicing Transfer Date, the Seller shall furnish to the applicable Mortgagors notices required under the Real Estate Settlement Procedure Act (“RESPA”) within the time frames required by RESPA.
 
(b)           Within thirty (30) days following the Closing Date in respect of a Mortgage Loan that is not a MERS Mortgage Loan, the Seller shall furnish to the Mortgagor of such Mortgage Loan the notice required by Section 404 of the Helping Families Save Their Homes Act of 2009 (the “Helping Families Act”) in accordance with the provisions of the Helping Families Act.  Within five (5) Business Days following the Closing Date in respect of a MERS Mortgage Loan, the Seller shall notify MERS of the transfer of ownership of such MERS Mortgage Loan.
 
SECTION 7.  Representations, Warranties and Covenants; Remedies for Breach.
 
Subsection 7.01  Representations and Warranties Regarding Individual Mortgage Loans.
 
The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date or such other date specified herein:
 
(a)           Property Valuation:  Each Mortgage File contains a written appraisal prepared by an appraiser licensed or certified by the applicable governmental body in which the mortgaged property is located and in accordance with the requirements of Title XI of FIRREA.  The appraisal was written, in form and substance, to (i) customary Fannie Mae or Freddie Mac standards for mortgage loans of the same type as such Mortgage Loans and (ii) USPAP standards, and satisfies applicable legal and regulatory requirements. The appraisal was made and signed prior to the final approval of the Mortgage Loan application.  The person performing any property valuation (including an appraiser) received no benefit from, and such person's compensation or flow of business from the originator was not affected by, the approval or disapproval of the Mortgage Loan.  The selection of the person performing the property valuation was made independently of the broker (where applicable) and the originator's loan sales and loan production personnel. The selection of the appraiser met the criteria of Fannie Mae and Freddie Mac for selecting an independent appraiser.
 
(b)           Income/Employment/Assets:  With respect to each Mortgage Loan the originator verified the borrower's income, employment, and assets in accordance with its written Underwriting Guidelines and employed procedures designed to authenticate the documentation supporting such income, employment, and assets. Such verification includes the transcripts received from the Internal Revenue Service pursuant to a filing of IRS Form 4506-T. With respect to each Mortgage Loan, in order to test the reasonableness of the income, the originator used (i) transcripts received from the IRS pursuant to a filing of IRS Form 4506-T (to the extent
 
 
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specified in the Mortgage Loan Schedule) or (ii) public and/or commercially available information acceptable to the Purchaser.
 
(c)           Occupancy:  The originator has given due consideration to factors, including but not limited to, other real estate owned by the borrower, commuting distance to work, appraiser comments and notes, the location of the property and any difference between the mailing address active in the servicing system and the subject property address to evaluate whether the occupancy status of the property as represented by the borrower is reasonable.  All owner occupied properties are occupied by the owner at the time of purchase of the mortgage.
 
(d)           Data:  The information set forth in the related Mortgage Loan Schedule, including any diskette or other related data tapes sent to the Purchaser, is complete, true and correct in all material respects. The information on the Mortgage Loan Schedule and the information provided are consistent with the contents of the originator's records and the Mortgage File.  The Mortgage Loan Schedule contains all of the required fields.  Any seller or builder concession in excess of 6% of the Appraised Value of the Mortgaged Property has been subtracted from the Appraised Value of the Mortgaged Property for purposes of determining the LTV and CLTV. Except for information specified to be as of the origination date of the Mortgage Loan, the Mortgage Loan Schedule contains the most current information possessed by the Seller.  No appraisal or other property valuation referred to or used to determine any data listed on the Mortgage Loan Schedule was more than 4 months old at the time of the Mortgage Loan closing.
 
(e)           Fraud:   No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to the Mortgage Loan has taken place on the part of the Mortgagor, the Seller or any other Person, including, without limitation, any appraiser, title company, closing or settlement agent, realtor, builder or developer or any other party involved in the origination or sale of the Mortgage Loan or the sale of the Mortgaged Property, that would impair in any way the rights of the Purchaser in the Mortgage Loan or Mortgaged Property or that violated applicable law.
 
(f)           Underwriting; Collection Practices; Escrow Payments:   Each Mortgage Loan either (i) was underwritten in conformance with the Seller's Underwriting Guidelines in effect at the time of origination without regard to any underwriter discretion or (ii) if not underwritten in conformance with the Seller's guidelines, has reasonable and documented compensating factors. The methodology used in underwriting the extension of credit for the Mortgage Loan includes objective mathematical principles that relate to the relationship between the borrower's income, assets and liabilities and the proposed payment.  With respect to escrow deposits and mortgage escrow accounts, all such payments that are due and payable are in the possession of Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item subject to an escrow requirement which remains unpaid and which has been assessed but is not yet due and payable. Except in connection with a modification disclosed on the Mortgage Loan Schedule and contained in the Servicing File, no escrow deposits or escrow payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, all mortgage interest rate adjustments and
 
 
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monthly payment adjustments have been made in strict compliance with Customary Servicing Procedures, and, as of the applicable Transfer Date, Seller’s servicing system has been updated to reflect any such adjustments. The Seller executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the monthly payment adjustments. Any interest required to be paid to the Mortgagor pursuant to state, federal and local law has been properly paid and credited.
 
(g)           Mortgage Insurance:  Except as indicated for pledged asset loans, if a Mortgage Loan has an LTV greater than 80%, the Mortgage Loan has mortgage insurance in accordance with the terms of the Fannie Mae Guide or the Freddie Mac Guide and is insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect and all premiums due thereunder have been paid. No action, inaction or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and to pay all premiums and charges in connection therewith. To the extent a Mortgage Loan is insured under an LPMI policy, the Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such premium.
 
(h)           Regulatory Compliance:  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, fair housing, or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects.  No Mortgage Loan is a “high cost” or “covered” loan, as defined by any applicable federal, state or local predatory or abusive lending law, and no Mortgage Loan has a percentage listed under the Indicative Loss Severity Column (the column that appears in the Standard & Poor's Anti-Predatory Lending Law Update Table, included in the then-current Standard & Poor's LEVELS® Glossary of Terms on Appendix E). Any breach of this representation shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan.  No Mortgage Loan secured by property located in the State of Georgia was originated on or after October 1, 2002 and prior to March 7, 2003. No Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as defined under the Georgia Fair Lending Act.   No borrower was encouraged or required to select a loan product offered by the Seller that was a higher cost product designed for less-creditworthy borrowers, unless at the time of the Mortgage Loan's origination, such borrower did not qualify, taking into account credit history and debt-to-income ratios, for a lower cost credit product then offered by the Seller or any affiliate of the Seller.   There does not exist on the related Mortgaged Property any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation including, without limitation, asbestos.   There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of such Mortgaged Property.  The Seller has complied with all applicable anti-money laundering laws and regulations, including
 
 
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without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. The servicing of each Mortgage Loan prior to the related Closing Date complied in all material respects with the Customary Servicing Procedures and all then-applicable federal, state and local laws.  Any breach of any representations made in this clause (h) shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan.
 
(i)           Borrower: As of the related Closing Date, the Mortgagor is not in bankruptcy and is not insolvent and the Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent or materially adversely affect the value or marketability of the Mortgage Loan.  Either the Mortgagor is a natural person who is legally permitted to reside in the United States or the Mortgagor is an inter-vivos trust acceptable to Fannie Mae.  No borrower had a prior bankruptcy in the last ten years.  No borrower previously owned a property in the last ten years that was the subject of a foreclosure during the time the borrower was the owner of record.
 
(j)           Source of Loan Payments: No loan payment has been escrowed as part of the loan proceeds on behalf of the borrower.  No payments due and payable under the terms of the Mortgage Note and Mortgage or deed of trust, except for seller or builder concessions, have been paid by any person who was involved in, or benefited from, the sale or purchase of the Mortgaged Property or the origination, refinancing, sale, purchase or servicing of the Mortgage Loan other than the borrower.
 
(k)           Down Payment: The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.
 
(l)           No Prior Liens:  The Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser or its designee will be the owner of record of the Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser, the Seller will retain any Mortgage File documents during the Interim Servicing Period in its possession in trust for the Purchaser.   Each sale of the Mortgage Loan from any prior owner or the Seller was in exchange for fair equivalent value, and the prior owner or the Seller, as applicable, was solvent both prior to and after the transfer and had sufficient capital to pay and was able to pay its debts as they would generally mature. Immediately prior to the transfer and assignment to the Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, was not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or
 
 
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security interest. The Seller has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan.
 
(m)           Enforceability and Priority of Lien: The related Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property (subject, as to enforceability, to bankruptcy and other creditors rights laws), including all buildings on the Mortgaged Property, and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the Seller, or (B) which do not adversely affect the Appraised Value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein (subject, as to enforceability, to bankruptcy and other creditors rights laws), and the Seller has the full right to sell and assign the same to the Purchaser;  There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage. The related original Mortgage has been recorded or is in the process of being recorded.
 
(n)           Complete Mortgage Files:   The Mortgage Note, the Mortgage, the Assignment of Mortgage and the other Mortgage Loan Documents set forth in Exhibits 1 and 2 and required to be delivered on the related Closing Date have been delivered to the Purchaser or its designee in compliance with the specific requirements of this Agreement and the PPTL for the related Mortgage Loan Package. With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File including all documents used in the qualification of the borrower except for such documents as have been delivered to the Purchaser or its designee.  In the event the Mortgage is a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated, is named in the Mortgage and currently so serves, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the borrower.
 
 
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(o)           No Modifications: The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any material respect, except by a written instrument that, if required by applicable law, has been recorded or is in the process of being recorded.  The substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by such policies, the terms of such waiver, alteration or modification have been reflected in the Mortgage Loan Schedule and the written instrument reflecting such terms has been included in the Mortgage File.  No Mortgagor has been released, in whole or in part, from the terms of the Mortgage Note and the Mortgage, except in connection with an assumption agreement which is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule.  The Mortgage and Mortgage Note have not been satisfied, canceled or  subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Seller waived any default resulting from any action or inaction by the Mortgagor.
 
(p)           Taxes Paid:  All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid by the borrower, or escrow funds from the borrower have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable.
 
(q)           No Damage/Condemnation:  Each Mortgaged Property is undamaged by waste, vandalism, fire, hurricane, earthquake or earth movement, windstorm, flood, tornado or other casualty adversely affecting the value of a Mortgaged Property or the use for which the premises were intended, and each Mortgaged Property is in substantially the same condition it was at the time the most recent Appraised Value was obtained. There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property.
 
(r)           Fee Simple Estate / No Encroachments / Compliance with Zoning:  The Mortgage creates a first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note.  All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit), no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (v) below and all improvements on the property comply with all applicable building, zoning and subdivision laws, regulations and ordinances.
 
(s)           Legally Occupied:  As of the related Closing Date, the Mortgaged Property is lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.
 
 
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(t)           Mortgage Loan Legal and Binding:  The Mortgage Note, the Mortgage and other agreements executed in connection therewith are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles.  The Seller has taken all action necessary to transfer such rights of enforceability to the Purchaser.  All parties to the Mortgage Note, the Mortgage and other agreements executed in connection therewith, had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and properly executed by such parties.
 
(u)           Proceeds Fully Disbursed / Recording Fees Paid:  The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.
 
(v)           Existence of Title Insurance:  Each Mortgage Loan (except any Mortgage Loan secured by a Mortgaged Property located in any jurisdiction as to which an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance is instead received)  is covered by an ALTA lender's title insurance policy or other form of policy or insurance generally acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan.  Additionally, such policy affirmatively insures ingress and egress to and from the Mortgaged Property. Where required by applicable state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Seller, its successors and assigns, are the sole insureds of such lender's title insurance policy; such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Seller's interest therein does not require the consent of or notification to the insurer; and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement and the related PPTL. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy.  The Seller has not provided or received any unlawful fee, commission, kickback, or other compensation or value of any kind in connection with the title insurance policy.
 
(w)           Hazard Insurance:  All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the Fannie Mae Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing coverage not less than the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loans and (ii) the greater of (a) the outstanding principal balance of the Mortgage
 
 
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Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer.  If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If required by the FDPA, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration and conforming to Fannie Mae and Freddie Mac requirements, in an amount not less than the amount required by the FDPA. Such policy was issued by an insurer acceptable under the Fannie Mae Guides or the Freddie Mac Guides. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. All such standard hazard and flood policies are in full force and effect and on the date of origination contained a standard mortgagee clause naming the Seller and its successors in interest and assigns as loss payee; such clause is still in effect and all premiums due on any such policies have been paid in full.  No originator, seller, prior owner of the Mortgage Loan, borrower or any other Person, has engaged in any act or omission that would impair the coverage of any such insurance policy, the benefits of the endorsement provided for therein, or the validity and binding effect of either, including, without limitation, the provision or receipt of any unlawful fee, commission, kickback, or other compensation or value of any kind. No action, inaction, or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any such insurance policies, regardless of the cause of such failure of coverage.
 
(x)           No Default:  There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration.  No foreclosure action is currently threatened or has been commenced with respect to any Mortgaged Property.
 
(y)           No Rescission:  The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto.  The Mortgagor was not a debtor at the time of origination of the Mortgage Loan and is not currently a debtor in any state or federal bankruptcy or insolvency proceeding.
 
(z)           Enforceable Right of Foreclosure: The Mortgage relating to a Mortgaged Property contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against such Mortgaged Property of the benefits of the security provided thereby. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose on the Mortgage.
 
 
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(aa)           Mortgaged Property is 1-4 Family:  The Mortgaged Property consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a mobile home. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination no portion of the Mortgaged Property has been used for commercial purposes.
 
(bb)           Mortgage Loan Qualifies for REMIC:  Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(l).
 
(cc)           Original Mortgage Notes:   The Seller has delivered to the Purchaser the original Mortgage Note with respect to each Mortgage Loan.
 
(dd)           Doing Business:  All parties which have had any interest in the Mortgage, whether as Mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located and (B) (1) organized under the laws of such state, (2) qualified to do business in such state, (3) a federal savings and loan association, a national bank, a Federal Home Loan Bank or a savings bank having principal offices in such state or (4) not doing business in such state.
 
(ee)           Loans Current / Prior Delinquencies:  All payments due on a Mortgage Loan on or prior to the related Closing Date have been made as of the related Closing Date, no Mortgage Loan is Delinquent and no Mortgage Loan has been Delinquent during the preceding twelve-month period; no payment made on such Mortgage Loan has been dishonored; there are no material defaults under the terms of such Mortgage Loan; and neither the Seller nor any other party has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan.
 
(ff)            [Reserved]
 
(gg)          Acceleration of Payments:  The Mortgage contains the usual and enforceable provisions of the Seller at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the Mortgagee thereunder.
 
(hh)          [Reserved]
 
(ii)           Leasehold Interest Representation And Warranty:  To the extent the Mortgage Loan is secured by a leasehold interest: (1) the borrower is the owner of a valid and subsisting interest as tenant under the lease and is not in default thereunder, (2) the lease is in full force and effect, and is unmodified, (3) all rents and other charges have been paid when due, (4) the lessor under the lease is not in default, (5) the execution, delivery, and performance of the Mortgage do not require the consent (other than the consents that have been obtained and are in full force and effect) under, and will not violate or cause a default under, the terms of the lease, (6) the lease is
 
 
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assignable or transferable, (7) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note, (8) the lease does not provide for termination of the lease in the event of the borrower's default without written notice to the Mortgagee and a reasonable opportunity to cure the default, (9) the lease permits the mortgaging of the related Mortgaged Property and (10) the lease protects the Mortgagee's interests in the event of a property condemnation.
 
(jj)            Sole Collateral:  As of the related Closing Date, the Mortgage Note is not and has not been secured by any collateral other than the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (m) above, and such collateral does not serve as security for any other obligation.
 
(kk)           Full Disclosure:  The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate or adjustable rate mortgage loans, as applicable.
 
(ll)            No Graduated Payments:  The Mortgage Loan does not contain “graduated payment” features, does not have a shared appreciation or other contingent interest feature and does not contain any buydown provisions.
 
(mm)         No Negative Amortization Loans:  The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. Each Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof (except in the case of interest only loans) and to pay interest at the related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions which would result in negative amortization.
 
(nn)          Recordable:  As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.
 
(oo)          Payment Terms:  Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest (if not an interest only loan), with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization.
 
(pp)          Condominiums:  If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development), or stock in a cooperative housing corporation, such condominium, cooperative or planned unit development project meets the eligibility requirements of Fannie Mae and Freddie Mac.
 
(qq)          Servicemembers’ Civil Relief Act:  The Mortgagor has not notified the Seller that it is requesting relief under the Servicemembers' Civil Relief Act, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers' Civil Relief Act.
 
 
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(rr)            Construction:  As of the related Closing Date, no Mortgage Loan was in construction or rehabilitation status and no trade-in or exchange of a Mortgaged Property has been facilitated.
 
(ss)           Qualified Lender:  The Mortgage Loan was originated by a Mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution supervised and examined by a federal or state authority.
 
(tt)            No Ground Leases:  No Mortgaged Property is subject to a ground lease.
 
(uu)          No Additional Fees:  With respect to any broker fees collected and paid on any of the Mortgage Loans, all such fees have been properly assessed to the Mortgagor and no claims will arise as to such fees that are double charged and for which the Mortgagor would be entitled to reimbursement.
 
(vv)          Home Ownership and Equity Protection Act 1994:  None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.
 
(ww)         No Single Credit Insurance:  None of the proceeds of the Mortgage Loan were used to finance single premium credit insurance policies.
 
(xx)           Principal Advances:  Any principal advances made to the Mortgagor prior to the related Closing Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the Mortgagee's consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.
 
(yy)           Interest Calculation:  Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months.
 
(zz)           No Balloon Loans:  No Mortgage Loan is a balloon loan.
 
(aaa)         MERS Mortgage Loans:  With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded.   With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS.
 
(bbb)        Credit Reporting:  With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax,
 
 
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Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.
 
(ccc)         Servicing.  The Mortgage Loans have been serviced in accordance with all Applicable Requirements.
 
(ddd)        Loan Type.  No Mortgage Loan is a “pay option ARM,” “pick-a-payment” or similar type of mortgage loan or a home equity revolving line of credit.
 
(eee)         [Reserved]
 
(fff)           Flood Certifications.  Unless otherwise agreed upon by the Seller and the Purchaser, each Mortgage Loan is covered by a life of loan, transferable flood certification contract assignable to the Purchaser.
 
Subsection 7.02  Seller Representations and Covenants.
 
 The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):

(a)            It is a banking corporation, duly organized, validly existing, and in good standing under the laws of the State of Illinois and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it.  It is an approved seller in good standing of conventional residential mortgage loans for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act.  It has 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 it and the consummation of the transactions contemplated hereby have been duly and validly authorized.  This Agreement, assuming due authorization, execution and delivery by the Purchaser, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.  All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.
 
(b)            No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
 
(c)            The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its
 
 
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articles of association or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.
 
(d)            Its transfer, assignment and conveyance of the Mortgage Notes and the Mortgages pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.
 
(e)            There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it which, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with its obligations contemplated herein, or which would materially impair its ability to perform under the terms of this Agreement.
 
(f)             To the best of the Seller’s knowledge, the Seller is not in material default under any agreement, contract, instrument or indenture to which the Seller is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this Agreement, nor, to the best of the Seller’s knowledge, has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.
 
(g)             It 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.
 
(h)            As of the Servicing Transfer Date, the Seller has previously serviced and administered the Mortgage Loans in accordance with Customary Servicing Procedures, all applicable federal, state and local laws and the related Mortgage Notes and Mortgages.
 
(i)              It has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes.
 
(j)              It is solvent and the sale of the Mortgage Loans will not cause it to become insolvent.  The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its creditors.
 
(k)             It has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
 
(l)              To the best of the Seller’s knowledge, neither this Agreement nor any statement, report or other agreement, document or instrument furnished or to be furnished pursuant to this
 
 
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Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.
 
(m)            (i)           The Seller covenants that the transfer of servicing of each Mortgage Loan from the Seller to the Servicer shall be complete in all material respects by the related Servicing Transfer Date, and the transfer shall be in accordance with the Servicing Transfer Instructions.
 
  (ii)          Unless otherwise mutually agreed to in writing by the Seller and the Purchaser, if a breach of the covenant described in Subsection 7.02(m)(i) continues for more than five (5) Business Days following the related Transfer Date, the Seller shall be required to repurchase the related Mortgage Loan at the Repurchase Price, and such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser.

Subsection 7.03  Repurchase; Substitution.
 
(a)           It is understood and agreed that the representations and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage Loan Document.  Upon discovery by the Seller 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 in the Mortgage Loans (or which materially and adversely affects the value of a particular Mortgage Loan or the interest of the Purchaser in a particular Mortgage Loan in the case of a representation and warranty relating to such particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other.  A breach of representations and warranties in Sections 7.01(e) through (p), (r), (t), (v), (w), (x), (y), (z), (aa), (bb), (cc), (ee), (gg), (hh), (jj), (ll), (mm), (nn), (qq), (ss), (uu), (vv), (ww), (xx), (yy), (zz), (aaa), and (bbb)  shall be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser in any Mortgage Loan.  With respect to the representations and warranties contained in Sections 7.01 and 7.02 that are made to the Seller’s knowledge or to the best of Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest of the Purchaser in the related Mortgage Loan, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding Seller’s lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made.  The Seller shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach; provided, however, that if a Mortgage Loan has been transferred to a REMIC and the breach is with respect to the representation and warranty in Section 7.01(bb), the Seller shall have a period of sixty (60) days from its discovery of such breach within which to cure such breach.  The Seller hereby covenants and agrees that if any such breach is not corrected or cured within such sixty (60) day period, the Seller shall, at the Purchaser’s option, (i) repurchase such Mortgage Loan at the Repurchase Price, (ii) substitute a
 
 
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mortgage loan for the defective Mortgage Loan as provided below or (iii) except for a breach of the representation and warranty in Section 7.01(bb), make an indemnification payment in an amount equal to the reduction in value of such Mortgage Loan as a result of such breach, such payment to be made in the manner set forth above in respect of the Purchase Price of a repurchased Mortgage Loan.  In the event that any such breach shall involve any representation or warranty set forth in Section 7.02, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Seller of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Seller at the Repurchase Price.  Any such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser.  If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 7.03(a) was the representation and warranty set forth in clause (e) or (h) of Section 7.01, then the Seller shall pay to the Purchaser, concurrently with and in addition to the remedies provided in this Section 7.03(a), an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Purchaser, and that directly resulted from such breach, or if incurred and paid by the Purchaser thereafter, concurrently with such payment.
 
(b)           If the Seller is required to repurchase any Mortgage Loan pursuant to this Subsection 7.03 as a result of a breach of any of the representations and warranties set forth in Subsection 7.01, the Seller may, with the Purchaser’s prior consent, within two (2) years from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan.  Any Substitute Mortgage Loan shall (a) have a principal balance at the time of substitution not in excess of the principal balance of the Deleted Mortgage Loan (the amount of any difference, plus one month’s interest thereon at the Mortgage Loan Remittance Rate borne by the Deleted Mortgage Loan, being paid by the Seller and deemed to be a Principal Prepayment to an account designated by the Purchaser), (b) have a Mortgage Interest Rate not less than, and not more than one percentage point greater than, the Mortgage Interest Rate of the Deleted Mortgage Loan or in the case of an Adjustable Rate Mortgage Loan, have the same index, a margin that is not less than the margin of the Deleted Mortgage Loan and Adjustment Dates that are the same frequency as that of the Deleted Mortgage Loan, (c) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the Deleted Mortgage Loan, (d) be, in the reasonable determination of the Purchaser, of the same type, quality and character (including location of the Mortgaged Property) as the Deleted Mortgage Loan as if the breach had not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that of the Deleted Mortgage Loan, (f) have the same lien priority as that of the Deleted Mortgage Loan and (g) be, in the reasonable determination of the Purchaser, in material compliance with the representations and warranties contained in this Agreement and described in Subsection 7.01 as of the date of substitution.
 
(c)           The Seller shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor.  Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan.  The Monthly Payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the
 
 
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property of the Seller and the Monthly Payment on the Deleted Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
 
(d)            It is understood and agreed that the obligation of the Seller set forth in this Subsection 7.03 to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify the Purchaser pursuant to Subsection 12.01, constitutes the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties.  If the Seller fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Subsection 7.03, or fails to cure a defective Mortgage Loan to the Purchaser’s reasonable satisfaction in accordance with this Subsection 7.03, or to indemnify the Purchaser pursuant to Subsection 12.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all available remedies.  No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Subsections 13.01 and 14.01.
 
(e)            Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 and 7.02 shall accrue as to any Mortgage Loan upon (i) notice thereof by the Purchaser to the Seller (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement.
 
(f)             In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, Purchaser may, in connection with any repurchase or substitution of a defective Mortgage Loan pursuant to this Subsection 7.03, require that the Seller deliver, at the Seller’s expense, an Opinion of Counsel to the effect that such repurchase or substitution will not (i) result in the imposition of taxes on “prohibited transactions” of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
 
(g)            With respect to any Mortgage Loan listed as having mortgage insurance on the Mortgage Loan Schedule, regardless of whether the insurance is borrower paid or lender paid, if the mortgage insurer rejects, denies, or rescinds a claim on the basis of any defect in connection with the origination of the Mortgage Loan or the servicing of the Mortgage Loan prior to the Closing Date (a “mortgage insurer rejection”), other than as a result of the mortgage insurer’s breach of its obligations or as a result of the mortgage insurer's insolvency, the Seller shall either repurchase such Mortgage Loan at the Repurchase Price or pay the Purchaser the amount of such claim within thirty (30) days from the date of such mortgage insurer rejection.
 
(h)            The  parties agree that the  resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation of the Seller to repurchase a Mortgage Loan due to a breach of a representation or warranty contained in Section 7.01 hereof shall be  by Arbitration.
 
If any allegation of a breach of a representation or warranty made in Section 7.01 has not been resolved to the satisfaction of both the Purchaser and the Seller, either party may commence Arbitration to resolve the dispute; provided that a party may commence Arbitration with respect to one or more unresolved allegations only during the months of January, April, July and October, and all matters with respect to which Arbitration has been commenced in any such
 
 
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month shall be heard in a single Arbitration in the immediately following month or as soon as practicable thereafter.  To commence Arbitration, the moving party shall deliver written notice to the other party that it has elected to pursue Arbitration in accordance with this Section 7.03(h), provided that if the Seller has not responded to the Purchaser's notification of a breach of a representation and warranty,  the Purchaser shall not commence Arbitration with respect to that breach before 60 days following such notification in order to provide the Seller with an opportunity to respond to such notification.  Within 10 Business Days after a party has provided notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other party in writing.  If the parties have not agreed on the selection of an Arbitrator within five Business Days after the first such submission, then the party commencing Arbitration shall, within the next 5 business days, notify the American Arbitration Association in New York, NY and request that it appoint a  single Arbitrator with experience in arbitrating disputes arising in the financial services industry.
 
    It is the intention of the parties that Arbitration shall be conducted in as efficient and cost-effective a manner as is reasonably practicable, without the burden of discovery.  Accordingly, the Arbitrator will resolve the dispute on the basis of a review of the written correspondence between the parties (including any supporting materials attached to such correspondence) conveyed by the parties to each other in connection with the dispute prior to the delivery of notice to commence Arbitration; however, upon a showing of good cause, a party may request the Arbitrator to direct the production of such additional information, evidence and/or documentation from the parties that the Arbitrator deems appropriate.  If requested by the Arbitrator or any party, any hearing with respect to an Arbitration shall be conducted by video conference or teleconference except upon the agreement of both parties or the request of the Arbitrator.
 
The finding of the Arbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the  Arbitrator shall be shared equally between both parties.   Each party, however, shall bear its own attorneys fees and costs in connection with the Arbitration.
 
Subsection 7.04  Repurchase of Mortgage Loans With Early Payment Default.
 
If a Monthly Payment becomes Delinquent by one (1) or more scheduled Monthly Payments at any time on or prior to the first day of the third calendar month following the date of origination of the Mortgage Loan (or such other earlier date set forth in the related PPTL), then the Seller, at the Purchaser’s option, shall (a) promptly repurchase the related Mortgage Loan from the Purchaser in accordance with the procedures set forth in Subsection 7.03 hereof, however, any such repurchase shall be made at the Purchase Price, or (b) substitute a mortgage loan acceptable to the Purchaser in accordance with Subsection 7.03 hereof.
 
Subsection 7.05  Purchase Price Protection.
 
With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other earlier date set forth in the
 
 
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related PPTL), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date.  Such payment shall be made within thirty (30) days of such payoff.
 
SECTION 8.  Closing.
 
Subsection 8.01  Closing Conditions.
 
The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date.  The closing shall be either by telephone, confirmed by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree.
 
The closing for each Mortgage Loan Package shall be subject to the satisfaction of each of the following conditions:
 
(a)           the Seller shall have delivered to the Purchaser the related Mortgage Loan Schedule and an electronic data file containing information on a loan-level basis;
 
(b)          all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Subsection 7.01, such other date specified therein) in all material respects and no default shall have occurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder;
 
(c)           the Purchaser shall have received from the custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
 
(d)           the Purchaser shall have received originals of the related PPTL executed by the Seller and a funding memorandum setting forth the Purchase Price(s) for the Mortgage Loan Package; and
 
(e)           all other terms and conditions of this Agreement and the related PPTL to be satisfied by the Seller shall have been complied with in all material respects.
 
Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the Seller on such Closing Date the Purchase Price for the related Mortgage Loan Package pursuant to Section 4 of this Agreement.
 
Subsection 8.02  Closing Documents.
 
(a)           On or before the initial Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
 
 (i)           this Agreement, in four counterparts;

 
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(ii)           if requested by the Purchaser, a letter confirming the account name and number of the Custodial Account in a form to be provided by the Purchaser;
 
(iii)         if requested by the Purchaser, a letter confirming the account name and number of the Escrow Account in a form to be provided by the Purchaser; and

(b)         On or before each Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
 
(i)           the related PPTL;
 
(ii)          the related Mortgage Loan Schedule;
 
(iii)         the Purchaser shall have received from its custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
 
(iv)         a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable.

SECTION 9.  [Reserved.]
 
SECTION 10.  Costs.
 
The Seller shall pay any commissions due its salespeople and the legal fees and expenses of its attorneys.  The Purchaser shall pay the customary cost of delivering the Mortgage Files to the Purchaser or its designee, the cost of recording the Assignments of Mortgage and all other costs and expenses incurred in connection with the sale of the Mortgage Loans by the Seller to the Purchaser, including without limitation the Purchaser’s attorneys’ fees.  The Seller shall pay the cost of delivering the Mortgage Loan Documents to the Purchaser or its designee for each related Closing Date.
 
SECTION 11.  Interim Servicing; Servicing Transfer.
 
Subsection 11.01  Temporary Servicing of Mortgage Loans.
 
This Section 11 shall apply during the Interim Servicing Period, but only to the extent that funds collected and received pursuant to any Mortgage Loan during the Interim Servicing Period are payable to the Purchaser.  All funds collected and received pursuant to each Mortgage Loan during the Interim Servicing Period that are payable to the Purchaser shall be applied in accordance with this Section 11 and the Servicing Transfer Instructions.  All payments received in respect of the Mortgage Loans after the Servicing Transfer Date shall be applied in accordance

 
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with the Servicing Transfer Instructions.  The Seller agrees to comply with the Customary Servicing Procedures during the Interim Servicing Period.
 
(a)           The Seller, as an independent contractor, shall service and administer the Mortgage Loans on behalf of the Purchaser from and after the Closing Date through the Servicing Transfer Date in accordance with this Agreement, the Servicing Transfer Instructions, Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alone or through subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement.  The Seller may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder.  Notwithstanding anything to the contrary, the Seller may delegate any of its duties under this Agreement to one or more of its affiliates without regard to any of the requirements of this section; provided, however, that the Seller shall not be released from any of its responsibilities hereunder by virtue of such delegation.  The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Seller provided each subservicer is a Fannie Mae approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Seller shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Seller hereunder shall be reimbursable to the Seller as Servicing Advances), and the subservicer’s fee shall not exceed the Servicing Fee.
 
(b)           It is further understood and agreed that the interim servicing obligations of the Seller hereunder shall be limited to such servicing and collection activities as are necessary for preserving the Purchaser’s interest in the Mortgage Loans on a temporary basis, and that the servicing of the Mortgage Loans is intended by Seller and Purchaser to be transferred to the Purchaser or its designee on or before the Servicing Transfer Date.  In no event shall the Seller service, or bear any obligation for the servicing of, any Mortgage Loan into any Securitization Transaction, Whole Loan Transfer, or in connection with the reconstitution of any Mortgage Loan.
 
(c)           [Reserved].
 
(d)           The Seller shall be entitled to enter into an agreement with the subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
 
(e)           Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Seller alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of the Purchaser to pay the subservicer’s fees and expenses.  For purposes of distributions and advances by the Seller pursuant to this Agreement, the Seller shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment.  The Seller shall not make any amendment to any

 
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agreement with a subservicer if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser.
 
(f)           The Seller shall not 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 without the prior written approval of the Purchaser.
 
(g)           [Reserved].
 
(h)           [Reserved].
 
Subsection 11.02  Directions by Purchaser During Interim Servicing Period.
 
During the Interim Servicing Period, in the event that any payment due under any Mortgage Loan 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 Seller shall so notify the Purchaser and shall take such action as it is directed by the Purchaser.
 
Subsection 11.03  Collection of Mortgage Loan Payments.
 
Continuously from the date hereof until the earlier of (i) the date on which principal and interest on all Mortgage Loans are paid in full and (ii) the Servicing Transfer Date, the Seller will proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due and payable.  Further, the Seller will in accordance with Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage, will become due and payable 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.
 
Mortgage Loan payments received by the Seller will be deposited within one Business Day of receipt into a clearing account that is an Eligible Account.  The Mortgage Loan payments may be commingled with payments of other mortgagors and investors for up to two Business Days prior to the Seller depositing the Mortgage Loan payments in the Custodial Account.  Such clearing account shall not be used for operational or corporate purposes of the Seller.
 
Subsection 11.04  Establishment of Custodial Account; Deposits in Custodial Account.
 
The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “Cole Taylor Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.”  Such Custodial Account shall be an Eligible

 
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Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible depository institution for custodial accounts.  The Custodial Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld.  In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.
 
The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):
 
(a)           all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
 
(b)           all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate;
 
(c)           all Liquidation Proceeds;
 
(d)           all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy 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 Customary Servicing Procedures;
 
(e)           all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures;
 
(f)            any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;
 
(g)           any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13;
 
(h)           all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03;
 
(i)            with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month; and
 
(j)            amounts required to be deposited by the Seller in connection with the deductible clause of any hazard insurance policy.

 
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The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account.
 
The funds in the Custodial Account shall remain uninvested.
 
Subsection 11.05  Withdrawals From the Custodial Account.
 
The Seller shall, from time to time during the Interim Servicing Period, withdraw funds from the Custodial Account for the following purposes:
 
(a)           to make payments to the Purchaser in the amounts and in the manner provided for in Subsection 11.15;
 
(b)           [reserved];
 
(c)           to reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances, the Seller’s right to reimburse itself pursuant to this subclause (c) 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 Seller from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Seller’s right thereto shall be prior to the rights of the Purchaser unless the Seller is required to repurchase a Mortgage Loan pursuant to Subsection 7.03, or the Seller is required to pay the Prepayment Interest Shortfall pursuant to Subsection 11.15, in which case the Seller’s right to such reimbursement shall be subsequent to the payment to the Purchaser of the related Repurchase Price pursuant to Subsection 7.03, and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
 
(d)           to reimburse itself for unreimbursed Servicing Advances, to the extent that such amounts are nonrecoverable (as certified by the Seller to the Purchaser in an Officer’s Certificate) by the Seller pursuant to subclause (c) above, provided that the Mortgage Loan for which such advances were made is not required to be repurchased by the Seller pursuant to Subsection 7.03;
 
(e)           to reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;
 
(f)            [reserved];
 
(g)           to pay to itself any interest earned or any investment earnings on funds deposited in the Custodial Account, net of any losses on such investments;
 
(h)           to withdraw any amounts inadvertently deposited in the Custodial Account; and
 
(i)            to clear and terminate the Custodial Account upon the termination of this Agreement.

 
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Upon request, the Seller will provide the Purchaser with copies of reasonably acceptable invoices or other documentation relating to Servicing Advances that have been reimbursed from the Custodial Account.
 
Subsection 11.06  Establishment of Escrow Account; Deposits in Escrow Account.
 
The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively, the “Escrow Account”), titled “Cole Taylor Bank, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.”  The Escrow Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of Seller), which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution for escrow accounts.  The Escrow Account shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld.  In any case, the Escrow Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.
 
The Seller shall deposit in the Escrow Account on a daily basis, and retain therein: (a) 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 and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property.  The Seller shall make withdrawals therefrom only in accordance with Subsection 11.07 hereof.  As part of its interim servicing duties, the Seller shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law.
 
Subsection 11.07  Withdrawals From Escrow Account.
 
Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the

 
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Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.
 
Subsection 11.08  Payment of Taxes, Insurance and Other Charges; Collections Thereunder.
 
With respect to each Mortgage Loan, the Seller shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Seller in amounts sufficient for such purposes, as allowed under the terms of the Mortgage.  To the extent that a Mortgage does not provide for Escrow Payments, the Seller shall determine that any such payments are made by the Mortgagor.  The Seller assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b).  No costs incurred by the Seller or subservicers in effecting the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums shall, for the purpose of calculating remittances to the Purchaser, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
 
Subsection 11.09  Transfer of Accounts.
 
The Seller may, with Purchaser's approval which shall not be unreasonably withheld, transfer the Custodial Account or the Escrow Account to an Eligible Account at a different depository institution.
 
Subsection 11.10  Maintenance of Hazard Insurance.
 
The Seller shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, in an amount which is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy.  If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such flood insurance has been made available) the Seller will cause to be maintained a flood insurance policy meeting the requirements of the National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the

 
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minimum amount required under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance available under the National Flood Insurance Program.  The Seller shall also maintain on REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood insurance in an amount required above.  Any amounts collected by the Seller under any such policies (other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.  It is understood and agreed that no earthquake or other additional insurance need be required by the Seller of any Mortgagor or maintained on REO Property other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.  All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to the Seller, and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage to the Seller.  The Seller shall not interfere with the Mortgagor’s freedom of choice in selecting either its insurance carrier or agent; provided, however, that unless otherwise required by the terms of the related Mortgage Note or applicable law, the Seller shall not accept any such insurance policies from insurance companies unless such companies are acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, and are licensed to do business in the state wherein the property subject to the policy is located.
 
The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements and FHA or VA requirements, as applicable, unless otherwise required by the terms of the related Mortgage Note or applicable law.
 
Subsection 11.11  Maintenance of Primary Mortgage Insurance Policy; Claims.
 
With respect to each Mortgage Loan with a LTV in excess of 80%, the Seller shall promptly, without any cost to the Purchaser, maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy issued by a Qualified Insurer insuring the portion over 78% (or such other  percentage in conformance with then current Fannie Mae requirements) until terminated pursuant to the Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other applicable federal, state or local law or regulation.  In the event that such Primary Mortgage Insurance Policy shall be terminated other than as required by law, the Seller shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Mortgage Insurance Policy.  If the insurer shall cease to be a Qualified Insurer, the Seller shall obtain from another Qualified Insurer a replacement Primary Mortgage Insurance Policy.  The Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage Insurance

 
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Policy of any loss which, but for the actions of the Servicer would have been covered thereunder.  In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Subsection 11.18, the Seller shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Seller shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
 
In connection with its activities as interim servicer, the Seller agrees to prepare and present or to assist the Purchaser in preparing and presenting, on behalf of itself and the Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan.  Pursuant to Subsection 11.04, any amounts collected by the Seller under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.
 
Subsection 11.12  Fidelity Bond; Errors and Omissions Insurance.
 
The Seller shall maintain, 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.  These policies must insure the Seller against losses resulting from fraud, theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Seller’s personnel, any employees of outside firms that provide data processing services for the Seller, and temporary contract employees or student interns.  The Fidelity Bond shall also protect and insure the Seller 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 Subsection 11.12 requiring such Fidelity Bond and errors and omissions insurance shall diminish or relieve the Seller from its duties and obligations as set forth in this Agreement.  The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by FHA or VA, Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Guide, as amended or restated from time to time, as applicable, or in an amount as may be permitted to the Seller by express waiver of FHA or VA and Fannie Mae or Freddie Mac, as applicable.  Upon request of the Purchaser, the Seller shall cause to be delivered to the Purchaser a certified true copy of such Fidelity Bond or a certificate evidencing the same with a statement that the Seller shall endeavor to provide written notice to the Purchaser thirty (30) days prior to modification or any material change.

 
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Subsection 11.13  [Reserved].
 
Subsection 11.14  Servicing Compensation.
 
As compensation for its interim servicing activities hereunder and subject to Subsection 11.15, the Seller shall be entitled to retain the Servicing Fee from interest payments actually collected on the Mortgage Loans.  Additional servicing compensation in the form of assumption fees, late payment charges, fees related to the disposition of REO Property and other ancillary income shall be retained by the Seller to the extent not required to be deposited in the Custodial Account.  The Seller shall be required to pay all expenses incurred by it in connection with its interim servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein.  The Servicing Fee shall not be reduced by the amount of any guarantee fee payable to FHA or VA.
 
Subsection 11.15  Distributions.
 
On each Remittance Date the Seller shall remit by wire transfer of immediately available funds to the account designated in writing by the Purchaser of record on the preceding Record Date all amounts credited to the Custodial Account as of such date, net of charges against or withdrawals from the Custodial Account pursuant to Subsection 11.05(c) through (h).
 
Not later than each Remittance Date, the Seller shall from its own funds deposit in the Custodial Account an amount equal to the aggregate Prepayment Interest Shortfall due to either Partial Prepayment or Full Prepayment, if any, existing in respect of the related Principal Prepayment Period.
 
With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Seller shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time to time at its principal office by Cole Taylor Bank, or its successor, as its prime lending rate, adjusted as of the date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable law.  Such interest shall be paid by the Seller to the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which such payment is made, both inclusive.  The payment by the Seller of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Seller.
 
Subsection 11.16  Statements to the Purchaser.
 
Not later than five (5) days prior to each related Remittance Date, the Seller shall forward to the Purchaser a statement in the form specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Seller by the Purchaser.

 
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Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months Delinquent.  The Seller shall submit to the Purchaser monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported.  The Seller shall also provide such information as set forth above to the Purchaser in electronic form in the Seller’s standard format, a copy of which has been provided by the Seller.
 
In addition, the Seller shall submit to the Purchaser monthly loan-by-loan default information including, without limitation, notes made and retained by the Seller in connection with servicing the defaulted loan, the reasons for the default, updated values of the Mortgaged Property, updated Credit Scores on the Mortgagor and information regarding Servicing Advances made.
 
The Seller shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental taxing authority, the Mortgagor or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby.  In addition, the Seller shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns as the Purchaser may reasonably request from time to time.
 
Subsection 11.17  [Reserved].
 
Subsection 11.18  Assumption Agreements.
 
The Seller will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided that, subject to the Purchaser’s prior approval, the Seller shall permit such assumption if so required in accordance with the terms of the Mortgage or the Mortgage Note.  When the Mortgaged Property has been conveyed by the Mortgagor prior to payment in full of the Mortgage Loan, the Seller will, 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, the Seller will not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any.  In connection with any such assumption, the outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Gross Margin (if applicable), the Initial Rate Cap  (if applicable) or the Periodic Rate Cap (if applicable) of the related Mortgage Note shall not be changed, and the term of the Mortgage Loan will not be increased or decreased.  If an assumption is allowed pursuant to this Subsection 11.18, the Seller with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into 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.

 
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Subsection 11.19  [Reserved].
 
Subsection 11.20  Seller Shall Provide Access and Information as Reasonably Required.
 
The Seller shall provide to the Purchaser, and for any Purchaser insured by FDIC or NAIC, the supervisory agents and examiners of FDIC and OTS or NAIC, access to any documentation regarding the Mortgage Loans which may be required by applicable regulations.  Such access shall be afforded without charge, but only upon reasonable advance written request, during normal business hours and at the offices of the Seller.
 
In addition, the Seller shall furnish, promptly following written request by the Purchaser and at the expense of the Purchaser, during the term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable and appropriate with respect to the purposes of this Agreement and applicable regulations.  All such reports or information shall be provided by and in accordance with all reasonable instructions and directions the Purchaser may require.  The Seller agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
Subsection 11.21  [Reserved].
 
Subsection 11.22  [Reserved].
 
Subsection 11.23  Fair Credit Reporting Act.
 
The Seller, in its capacity as interim servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
 
Subsection 11.24  Transfer of Servicing to Purchaser.
 
The Seller shall cause all Servicing Rights and obligations with respect to the Mortgage Loans to be transferred to the Purchaser (or such person as the Purchaser may designate) on the Servicing Transfer Date.  The Seller hereby agrees to comply with the Servicing Transfer Instructions attached hereto as Exhibit 4.
 
Subsection 11.25  Payments Received.
 
The Seller shall apply all payments received in respect of the Mortgage Loans during the Interim Servicing Period and after the Transfer Date in accordance with the Servicing Transfer Instructions.

 
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SECTION 12.  The Seller.
 
Subsection 12.01  Indemnification; Third Party Claims.
 
(a)           The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32.  This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement.
 
(b)           The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees.  If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a).
 
Subsection 12.02  Merger or Consolidation of the Seller.
 
The Seller will keep in full effect its existence, rights and franchises as an Illinois banking corporation, and will obtain and preserve its qualification to do business 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 Seller may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to substantially all of the business of the Seller shall be the successor of the Seller 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.
 
Subsection 12.03  Limitation on Liability of the Seller and Others.
 
The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and

 
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obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer.  Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder.  The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder.  Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement.
 
SECTION 13.    Default.
 
Subsection 13.01  Events of Default.
 
In case one or more of the following Events of Default by the Seller shall occur and be continuing:
 
(a)           any failure by the Seller to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days;
 
(b)           failure by the Seller to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Seller as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser;
 
(c)           a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;
 
(d)           the Seller shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to all or substantially all of the Seller’s property;

 
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(e)           the Seller shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
 
(f)            the Seller shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Seller’s obligations under this Agreement;
 
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Seller under this Agreement and with respect to the Mortgage Loans and the proceeds thereof.  Upon receipt by the Seller of such written notice from the Purchaser stating that it intends to terminate the Seller as a result of such Event of Default, all authority and power of the Seller under this Agreement, including any compensation due the Seller under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02.  Promptly following written request from the Purchaser, the Seller shall prepare, execute and deliver to a successor 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 to the successor at the Seller’s sole expense.  The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans and, if prior to the Servicing Transfer Date, the payment of all costs relating to the transfer of servicing.
 
Subsection 13.02  Waiver of Default.
 
The Purchaser may waive any default by the Seller 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 thereto except to the extent expressly so waived.
 
SECTION 14.   Termination.
 
Subsection 14.01  Termination.
 
If the Servicing Transfer Date has not occurred, the obligations and responsibilities of the Seller, as interim servicer of the Mortgage Loans, shall terminate upon (a) the distribution to the

 
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Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Seller) or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder.  Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Purchaser’s sole expense.  The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
 
Subsection 14.02  Successors to the Seller as Interim Servicer.
 
Prior to the termination of the Seller’s responsibilities and duties under this Agreement pursuant to Subsections 13.01 or 14.01, the Purchaser shall (a) succeed to and assume all of the Seller’s responsibilities, rights, duties and obligations under this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement upon such termination.  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 Seller’s duties, responsibilities and liabilities under this Agreement shall be terminated pursuant to the aforementioned Subsections, the Seller 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 Seller pursuant to the aforementioned Subsections shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event relieve the Seller of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available to the Purchaser under Subsection 7.03, it being understood and agreed that the provisions of such Subsections 7.01 and 7.02 shall be applicable to the Seller notwithstanding any such resignation or termination of the Seller, or the termination of this Agreement.
 
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller as interim servicer, with like effect as if originally named as a party to this Agreement.  Any termination or resignation of the Seller or this Agreement pursuant to Subsections 13.01 or 14.01 shall not affect any claims that the Purchaser may have against the Seller based upon facts and circumstances arising prior to any such termination or resignation.

 
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The Seller shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller 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 Seller as servicer of the Mortgage Loans.
 
Upon a successor’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment.
 
Subsection 14.03  Termination of Interim Servicing by Purchaser.
 
The Seller shall not be entitled to any compensation related to any termination of its servicing rights and obligations under this Agreement.  The Purchaser may terminate this Agreement without cause and transfer interim servicing to a successor interim servicer at any time.  Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver, any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, and including the delivery to or at the direction of the Purchaser, all contents of the Mortgage Files in the possession of the Seller, at the Purchaser’s sole expense.  The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.
 
SECTION 15.  Notices.
 
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:

 
(a)
if to the Purchaser:
 
Redwood Residential Acquisition Corporation
One Belvedere Place, Suite 360
Mill Valley, CA 94941
Attention:  Loss Mitigation
Phone: (415) 380-3445
Facsimile:  (415) 381-1773
 
with a copy to the General Counsel at the same address

 
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(b)
if to the Seller:
 
Cole Taylor Bank
7789 East M-36
Whitmore Lake, MI  48189
Attention: Phil Miller
Phone: (877) 231-8600
Facsimile: (810) 231-9275
 
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).
 
SECTION 16.   Severability Clause.
 
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.  Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.  If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.
 
SECTION 17.   No Partnership.
 
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Seller shall be rendered as an independent contractor and not as agent for the Purchaser.
 
SECTION 18.   Counterparts.
 
This Agreement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 
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SECTION 19.   Governing Law; Choice of Forum; Waiver of Jury Trial.
 
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE 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 THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER JURISDICTION.
 
EACH PARTY HERETO KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF IN ANY WAY RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
 
Except as to those matters which this Agreement provides shall be submitted to Arbitration, with respect to any claim or action arising hereunder, the parties (a) irrevocably submit to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, New York, and appellate courts from any thereof, and (b) irrevocably waive any objection which such party may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and irrevocably waive any claim that any such suit action or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 20.   Intention of the Parties.
 
It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security.  Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans.  The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.
 
It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder.  However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby

 
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grants to the Purchaser a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

SECTION 21.   Waivers.
 
No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

SECTION 22.   Exhibits.
 
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

SECTION 23.   General Interpretive Principles.
 
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
 
(a)           the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
 
(b)           accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;
 
(c)           references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
 
(d)           the headings of the various articles, sections, subsections and paragraphs of this Agreement and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof;
 
(e)           reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
 
(f)           the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
 
(g)           the term “include” or “including” shall mean without limitation by reason of enumeration.

 
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SECTION 24.   Reproduction of Documents.
 
This Agreement and all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 25.   Amendment.
 
This Agreement may be amended from time to time by the Purchaser and the Seller by written agreement signed by the parties hereto.

SECTION 26.   Confidentiality.
 
The Purchaser and the Seller 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 which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) 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) that is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a Securitization Transaction 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.

SECTION 27.   Entire Agreement.
 
This Agreement constitutes the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written agreements between them shall be deemed to have merged herewith.

 
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SECTION 28.   Further Agreements.
 
The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
 
SECTION 29.   Successors and Assigns.
 
This Agreement shall bind and inure to the benefit of and be enforceable by the initial Purchaser and the Seller, and the respective successors and assigns of the Purchaser and the Seller.  The initial Purchaser and any subsequent purchasers may assign this Agreement to any Person to whom any Mortgage Loan is transferred pursuant to a sale or financing without the consent of the Seller.  Upon any such assignment, the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Mortgage Loans, shall be deemed to be a separate and distinct agreement between the Seller and such purchaser, and a separate and distinct agreement between the Seller and each other purchaser to the extent of the other related Mortgage Loan or Mortgage Loans.  The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser.

SECTION 30.   Non-Solicitation.
 
From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser.  It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits.

Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges.

 
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Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.

SECTION 31.  Protection of Consumer Information.
 
Each party agrees that it (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information, (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Seller, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access and (v) shall immediately notify the Seller of any actual or suspected breach of the confidentiality of Consumer Information.
 
SECTION 32.  Cooperation of the Seller with a Reconstitution; Regulation AB Compliance.
 
(a)           The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:
 
(1)           one or more Whole Loan Transfers; and
 
(2)           one or more Securitization Transactions.
 
(b)           The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section.  In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date.  Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort.  Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice).  The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not

 
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available to the public at large and a release agreement with respect to its activities on the Seller’s premises.  The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith.
 
(c)           In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.
 
(d)           The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section.  In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date.  The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction.  In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction.
 
(e)           In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction.
 
(f)           Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.  It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.
 
[SIGNATURES ON FOLLOWING PAGE]

 
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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.
 
 
REDWOOD RESIDENTIAL ACQUISITION
CORPORATION,
   
 
as Purchaser
   
 
By:
/s/ John Isbrandtsen
 
Name:
John Isbrandtsen
 
Title:
Authorized Officer
   
 
COLE TAYLOR BANK,
   
 
as Seller
   
 
By:
/s/ William Newman
 
Name:
William Newman
 
Title:
Mortgage President
 
[Flow Mortgage Loan Purchase and Sale Agreement, dated August 1, 2011]

 
 

 
 
EXHIBIT 1
 
MORTGAGE LOAN DOCUMENTS
 
With respect to each Mortgage Loan, the Mortgage Loan Documents shall consist of the following:
 
(a)           the original Mortgage Note bearing all intervening endorsements, endorsed in blank and signed in the name of the Seller by an officer thereof;
 
(b)           the original Assignment of Mortgage with assignee’s name left blank;
 
(c)           the original of any guarantee executed in connection with the Mortgage Note;
 
(d)           the original Mortgage with evidence of recording thereon, or if any such mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded mortgage, a photocopy of such mortgage certified by the Seller to be a true and complete copy of the original recorded mortgage;
 
(e)           the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;
 
(f)            the originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such intervening assignment of mortgage 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, a photocopy of such intervening assignment of mortgage, certified by the Seller to be a true and complete copy of the original recorded intervening assignment of mortgage;
 
(g)           the original mortgagee title insurance policy including an Environmental Protection Agency Endorsement and, with respect to any Adjustable Rate Mortgage Loan, an adjustable-rate endorsement;
 
(h)           the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and
 
(i)            a copy of any applicable power of attorney.

 
1-1

 
 
EXHIBIT 2
 
CONTENTS OF EACH MORTGAGE FILE
 
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, unless otherwise disclosed to the Purchaser on the data tape, which shall be delivered to the Purchaser, with a copy retained by the Seller as necessary:
 
(a)           The Mortgage Loan Documents as listed in Exhibit 1.
 
(b)           Residential loan application.
 
(c)           Mortgage Loan closing statement.
 
(d)           Verification of employment and income, including the executed 4506T if required.
 
(e)           Verification of acceptable evidence of source and amount of down payment.
 
(f)            Credit report on Mortgagor, in a form acceptable to either Fannie Mae or Freddie Mac.
 
(g)           Residential appraisal report.
 
(h)           Photograph of the Mortgaged Property.
 
(i)            Survey of the Mortgaged Property, unless a survey is not required by the title insurer.
 
(j)            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, home owner association declarations, etc.
 
(k)           Copies of all required disclosure statements.
 
(l)            If applicable, termite report, structural engineer’s report, water potability and septic certification.
 
(m)           Sales contract, if applicable.
 
(n)           The Primary Mortgage Insurance policy or certificate of insurance or electronic notation of the existence of such policy, where required pursuant to the Agreement.
 
(o)           Evidence of electronic notation of the hazard insurance policy, and, if required by law, evidence of the flood insurance policy.
 
(p)           Any documentation provided by the Mortgagor or obtained by the Seller in connection with the granting of any underwriting exception.
 
(q)           All other documentation involved in the underwriting or origination of the related Mortgage Loan.

 
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EXHIBIT 3
 
FORM OF Purchase Price and Terms Letter

CLOSING DATE:  ________________________

This Purchase Price and Terms Letter (this “PPTL”), dated as of _______ (the “Closing Date”), provides for the sale by Cole Taylor Bank (the “Seller”) to Redwood Residential Acquisition Corporation (the “Purchaser”), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans described on the Mortgage Loan Schedule attached as Schedule I hereto (the “Mortgage Loans”), on a servicing released basis, pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the “Flow Purchase and Sale Agreement”), dated as of August 1, 2011, by and between the Purchaser and the Seller.  Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller does hereby, sell, convey, assign and transfer to Purchaser without recourse, except as provided in the Flow Purchase and Sale Agreement, and on a servicing released basis, all right, title and interest of the Seller in and to each of the Mortgage Loans, including all payments of principal and interest received on the Mortgage Loans after the Cut-off Date, all other unscheduled collections collected in respect of the Mortgage Loans after the Cut-off Date, all proceeds of the foregoing and all documents maintained as part of the related Mortgage Files, subject, however, to the rights of the Seller under the Flow Purchase and Sale Agreement.

The Seller has delivered to the Purchaser or its designee prior to the date hereof the documents with respect to each Mortgage Loan required to be delivered under the Flow Purchase and Sale Agreement.

For purposes of the Mortgage Loans sold pursuant to this PPTL, certain terms shall be as set forth below:

Servicer:
________________________
   
Stated Principal Balance:
$_______________________
   
Closing Date:
  _______________________
   
Servicing Transfer Date:
  _______________________
   
Cut-off Date:
  _______________________
   
Purchase Price Percentage:
  ________%

 
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In WITNESS WHEREOF, the parties hereto, by the hands of their duly authorized officers, execute this PPTL as of the Closing Date referred to above.

REDWOOD RESIDENTIAL
ACQUISITION CORPORATION
as Purchaser
 
COLE TAYLOR BANK
as Seller
     
By:
   
By:
 
     
Name:
   
Name:
 
     
Its:
   
Its:
 

 
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EXHIBIT 4
 
TRANSFER INSTRUCTIONS

 
4-1

 

ADDENDUM I
 
REGULATION AB COMPLIANCE ADDENDUM
TO FLOW PURCHASE AND SALE AGREEMENT
 
SECTION 1.  DEFINED TERMS
 
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.  The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:
 
Commission:  The United States Securities and Exchange Commission.
 
Company Information:  As defined in Section 2.04(a).
 
Depositor:  The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
 
Exchange Act:  The Securities Exchange Act of 1934, as amended.
 
Master Servicer:  With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.
 
Qualified Correspondent:  Any Person from which the Company purchased Mortgage Loans, provided that this term shall not include the Purchaser or an affiliate of the Purchaser and provided further that the following conditions are satisfied:  (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure

 
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that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
 
Reconstitution Agreement:  The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans, in connection with a Whole Loan Transfer or Securitization Transaction.
 
Regulation AB:  Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,505, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Securities Act:  The Securities Act of 1933, as amended.
 
Securitization Transaction:  Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.
 
Servicer:  As defined in Section 2.03(c).
 
Servicing Criteria:  The “servicing criteria” set forth in Item 1122(d) of Regulation AB for which the Company is responsible in its capacity as Servicer as identified on Exhibit B hereto, provided that such Exhibit B may be amended from time to time to reflect changes in Regulation AB.
 
Sponsor:  With respect to any Securitization Transaction, the Person identified in writing to the Company by the Purchaser as sponsor for such Securitization Transaction.
 
Static Pool Information:  Static pool information as described in Item 1l05(a)(l)-(3) and 1105(c) of Regulation AB.
 
Third-Party Originator:  Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Company, provided that this term shall not include originators of Mortgage Loans acquired by the Company from the Purchaser or an affiliate of the Purchaser.
 
Whole Loan Transfer:  Any sale or transfer of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.

 
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SECTION 2.  COMPLIANCE WITH REGULATION AB
 
Subsection 2.01  Intent of the Parties; Reasonableness.
 
The Purchaser and the Company acknowledge and agree that the purpose of this Regulation AB Addendum is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof.  Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings.  References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings.  The Purchaser and the Company also acknowledge and agree that amendments to Regulation AB may become effective during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments.
 
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Third-Party Originator and the Mortgage Loans reasonably believed by the Purchaser, the Master Servicer or any Depositor to be necessary in order to effect such compliance.

 
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For purposes of this Regulation AB Addendum, the term “Purchaser” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and assigns.  In addition, any notice or request that must be “in writing”  or “written” may be made by electronic mail.
 
Subsection 2.02  Additional Representations and Warranties of the Company.
 
(a)           The Company shall be deemed to represent to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Company or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified in writing to the Company by the related Depositor of a type described in Item 1119 of Regulation AB.
 
(b)           If so requested in writing by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03, the Company shall use its best efforts to confirm in writing within five (5) Business Days, but in no event later than ten (10) Business Days, following such request the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide within five (5) Business Days, but in no event later than ten (10) Business Days, reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
 
Subsection 2.03  Information to Be Provided by the Company.
 
In connection with any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later than ten (10) Business Days, following written request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Section.
 
(a)           If so requested in writing by the Purchaser or any Depositor, the Company shall provide such information regarding (i) the Company, as originator of the

 
I-4

 

Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(l), 1105, 1110, 1117 and 1119 of Regulation AB.  Such information shall include, at a minimum:
 
(A)          the originator’s form of organization;
 
(B)           a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;
 
(C)          a description of any legal or governmental proceedings pending (or known to be contemplated) against the Company and each Third-Party Originator that would be material to securityholders; and
 
(D)           a description of any affiliation or relationship between the Company, each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:
 
(1)           the sponsor;
(2)           the depositor;
(3)           the issuing entity;
(4)           any servicer;
(5)           any trustee;
(6)           any originator;
(7)           any significant obligor;
(8)           any enhancement or support provider; and
(9)           any other material transaction party.

(b)           If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information solely with respect to securitized pools of mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) that were included in securitizations that closed during the five (5) years preceding the closing date of the related Securitization Transaction.  Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(3) of Regulation AB.  To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any

 
I-5

 

Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph.  The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor.  Such Static Pool Information for each prior securitized pool shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in such prior securitized pool.  The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference.  The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.
 
Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph) during the applicable offering period for the securities, the Company shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Company.
 
If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Regulation AB Addendum), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to securitizations closed on or after January 1, 2006, as the Purchaser or such Depositor shall reasonably request.  Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction.  Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.
 
(c)           For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, for so long as the Depositor is required to file reports under the Exchange Act with respect to a Securitization Transaction, the Company shall (or shall cause each Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings pending against the Company or any Third-Party Originator that would be material to securityholders

 
I-6

 

and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, but only to the extent that such affiliations or relationships do not include the Purchaser, Depositor or any of their respective affiliates as a party, (C) any Event of Default of which it is aware or has received notice under the terms of the Agreement or any Reconstitution Agreement and (D) any merger or consolidation where the Company is not the surviving entity or sale of substantially all of the assets of the Company and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.
 
Subsection 2.04  Indemnification; Remedies.
 
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
 
(a)           (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic format under this Article II by or on behalf of the Company, or provided under this Article II by or on behalf of any Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
 
(b)           any breach by the Company of its obligations under this Article II, including particularly any failure by the Company or any Third-Party Originator to

 
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deliver any information, report, certification, accountants’ letter or other material when and as required under this Article II;
 
(c)           any breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, or
 
(d)           the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Article II.
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.
 
In the case of any failure of performance described in clause (a)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company or any Third-Party Originator.
 
(e)           This indemnification shall survive the termination of the Agreement or the termination of any party to the Agreement.
 
Subsection 2.05  Third-party Beneficiary.
 
For purposes of this Regulation AB Addendum and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of the Agreement, entitled to all the rights and benefits hereof as if it were a direct party to the Agreement.

 
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EX-10.11 16 v345546_ex10-11.htm WJ BRADLEY PURCHASE AGREEMENT

 

EXHIBIT 10.11

 

EXECUTION VERSION

 

 

 

 

FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

between

 

WJ BRADLEY MORTGAGE CAPITAL LLC,

as Seller,

 

and

 

REDWOOD RESIDENTIAL ACQUISITION CORPORATION,

as Purchaser

 

JULY 1, 2012

 

Residential Mortgage Loans

 

(Servicing Released, Temporary Interim Servicing Period Only)

 

 

 

 
 

 

TABLE OF CONTENTS

   

    Page
     
SECTION 1. Definitions 1
     
SECTION 2. Purchase and Conveyance 15
     
SECTION 3. Mortgage Loan Schedule 16
     
SECTION 4. Purchase Price 16
     
SECTION 5. Examination of Mortgage Files 16
     
SECTION 6. Delivery of Mortgage Loan Documents 16
     
Subsection 6.01 Possession of Mortgage Files 16
     
Subsection 6.02 Books and Records 17
     
Subsection 6.03 Delivery of Mortgage Loan Documents 17
     
Subsection 6.04 RESPA Notice and Helping Families Notice 18
     
SECTION 7. Representations, Warranties and Covenants; Remedies for Breach 19
     
Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans 19
     
Subsection 7.02 Seller Representations and Covenants 30
     
Subsection 7.03 Repurchase; Substitution 32
     
Subsection 7.04 Repurchase of Mortgage Loans With Early Payment Default 35
     
Subsection 7.05 Purchase Price Protection 35
     
SECTION 8. Closing 35
     
Subsection 8.01 Closing Conditions 35
     
Subsection 8.02 Closing Documents 36
     
SECTION 9. [Reserved.] 37
     
SECTION 10. Costs 37
     
SECTION 11. Interim Servicing; Servicing Transfer 37
     
Subsection 11.01 Temporary Servicing of Mortgage Loans 37
     
Subsection 11.02 Directions by Purchaser During Interim Servicing Period 39
     
Subsection 11.03 Collection of Mortgage Loan Payments 40
     
Subsection 11.04 Establishment of Custodial Account; Deposits in Custodial Account 40
     
Subsection 11.05 Withdrawals From the Custodial Account 41
     
Subsection 11.06 Establishment of Escrow Account; Deposits in Escrow Account 43
     
Subsection 11.07 Withdrawals From Escrow Account 43

 

i
 

 

    Page
     
Subsection 11.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder 44
     
Subsection 11.09 Transfer of Accounts 44
     
Subsection 11.10 Maintenance of Hazard Insurance 44
     
Subsection 11.11 Maintenance of Primary Mortgage Insurance Policy; Claims 45
     
Subsection 11.12 Fidelity Bond; Errors and Omissions Insurance 46
     
Subsection 11.13 Title, Management and Disposition of REO Property 47
     
Subsection 11.14 Servicing Compensation 47
     
Subsection 11.15 Distributions 48
     
Subsection 11.16 Statements to the Purchaser 48
     
Subsection 11.17 [Reserved] 49
     
Subsection 11.18 Assumption Agreements 49
     
Subsection 11.19 Satisfaction of Mortgages and Release of Mortgage Files 49
     
Subsection 11.20 Seller Shall Provide Access and Information as Reasonably Required 50
     
Subsection 11.21 Inspections 50
     
Subsection 11.22 Restoration of Mortgaged Property 50
     
Subsection 11.23 Fair Credit Reporting Act 51
     
Subsection 11.24 Transfer of Servicing to Purchaser 51
     
Subsection 11.25 Payments Received 51
     
SECTION 12. The Seller 51
     
Subsection 12.01 Indemnification; Third Party Claims 51
     
Subsection 12.02 Merger or Consolidation of the Seller 52
     
Subsection 12.03 Limitation on Liability of the Seller and Others 52
     
SECTION 13. Default 53
     
Subsection 13.01 Events of Default 53
     
Subsection 13.02 Waiver of Default 54
     
SECTION 14. Termination 54
     
Subsection 14.01 Termination 54
     
Subsection 14.02 Successors to the Seller as Interim Servicer 55
     
Subsection 14.03 Termination of Interim Servicing by Purchaser 56
     
SECTION 15. Notices 56

 

ii
 

 

    Page
     
SECTION 16. Severability Clause 57
   
SECTION 17. No Partnership 57
     
SECTION 18. Counterparts 57
     
SECTION 19. Governing Law; Choice of Forum; Waiver of Jury Trial 57
     
SECTION 20. Intention of the Parties 58
     
SECTION 21. Waivers 58
     
SECTION 22. Exhibits 59
     
SECTION 23. General Interpretive Principles 59
     
SECTION 24. Reproduction of Documents 59
     
SECTION 25. Amendment 60
     
SECTION 26. Confidentiality 60
     
SECTION 27. Entire Agreement 60
     
SECTION 28. Further Agreements 60
   
SECTION 29. Successors and Assigns 60
     
SECTION 30. Non-Solicitation 61
     
SECTION 31. Protection of Consumer Information 61
     
SECTION 32. Cooperation of the Seller with a Reconstitution; Regulation AB Compliance 62
     
SECTION 1. DEFINED TERMS 1
     
SECTION 2. COMPLIANCE WITH REGULATION AB 3
     
Subsection 2.01 Intent of the Parties; Reasonableness 3
     
Subsection 2.02 Additional Representations and Warranties of the Company 4
     
Subsection 2.03 Information to Be Provided by the Company 4
     
Subsection 2.04 Indemnification; Remedies 7
     
Subsection 2.05 Third-party Beneficiary 8

 

iii
 

 

EXHIBITS

 

EXHIBIT 1 MORTGAGE LOAN DOCUMENTS
   
EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE
   
EXHIBIT 3 FORM OF PPTL
   
EXHIBIT 4 SERVICING TRANSFER INSTRUCTIONS
   
EXHIBIT 5 FORM OF ASSIGNMENT OF REPRESENTATIONS AND  WARRANTIES AGREEMENT
   
ADDENDUM I REGULATION AB COMPLIANCE ADDENDUM

 

iv
 

 

FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of July 1, 2012, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and WJ BRADLEY MORTGAGE CAPITAL LLC, as seller (the “Seller”).

 

WITNESSETH:

 

WHEREAS, the Seller has agreed to sell from time to time to the Purchaser, and the Purchaser has agreed to purchase from time to time from the Seller, certain conventional, residential, first-lien mortgage loans (the “Mortgage Loans”) as described herein on a servicing released basis, and which shall be delivered as whole loans as provided herein; and

 

WHEREAS, the Mortgage Loans will be sold by the Seller and purchased by the Purchaser as pools or groups of whole loans on a servicing released basis (each, a “Mortgage Loan Package”) on the various Closing Dates as provided herein; and

 

WHEREAS, each of the Mortgage Loans will be 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 related Mortgage Loan Schedule which will be annexed to a PPTL (as defined herein) on the related Closing Date; and

 

WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance and control of the Mortgage Loans;

 

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree as follows:

 

SECTION 1. Definitions.

 

For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.

 

Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant to this Agreement which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.

 

Adjustment Date: As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.

 

1
 

 

Agency Transfer: The sale or transfer by the Purchaser of some or all of the Mortgage Loans to Fannie Mae, Ginnie Mae or Freddie Mac while retaining Servicer as servicer.

 

Agreement: This Flow Mortgage Loan Purchase and Sale Agreement including all exhibits, schedules, amendments and supplements hereto.

 

ALTA: The American Land Title Association or any successor thereto.

 

Anti-Money Laundering Laws: As defined in Section 7.01(h).

 

Applicable Requirements: With respect to the Mortgage Loans, as applicable and as of the time of reference, (i) the terms of the applicable Mortgage and Mortgage Note; (ii) Customary Servicing Procedures; (iii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the servicing of the Mortgage Loans including, without limitation, the applicable requirements and guidelines of any insurer or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iv) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing of the Mortgage Loans; and (v) all contractual obligations relating to the servicing of the Mortgage Loans including, without limitation, those contractual obligations contained in any applicable servicing agreement or in any agreement relating to the Mortgage Loans with any insurer or in the Mortgage File.

 

Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value (or Reconciled Market Value if more than one appraisal is received) thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value (or Reconciled Market Value if more than one appraisal is received) of the Mortgaged Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.

 

Appraiser Independence Requirements: The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.

 

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA, which shall be conducted in New York, New York or other place mutually acceptable to the parties to the arbitration.

 

Arbitrator: A person who is not affiliated with the Seller or the Purchaser, who is a member of the American Arbitration Association.

 

2
 

 

Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.

 

Assumed Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan pursuant to Subsection 11.15 and representing payments or other recoveries of principal.

 

Balloon Mortgage Loan: A Mortgage Loan that provided on the date of origination for monthly payments up to but not including the maturity date based on an amortization extending beyond its maturity date.

 

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, the State of Colorado or the State of California, or (iii) a day on which banks in the State of New York, the State of Colorado or the State of California are authorized or obligated by law or executive order to be closed.

 

Closing Date: The date or dates, set forth in the related PPTL, on which the Purchaser will purchase and the Seller will sell the Mortgage Loans identified therein.

 

CLTV: Combined Loan-to-Value Ratio.

 

Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.

 

Commission: The United States Securities and Exchange Commission.

 

Condemnation Proceeds: All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

 

Consumer Information: Any personally identifiable information in any form (written electronic or otherwise) relating to a Mortgagor, including, but not limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship with the Seller or Servicer or the originator of the related Mortgage Loan; and any other non-public personally identifiable information.

 

3
 

 

Cooperative Corporation: With respect to any Cooperative Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Project and grants occupancy rights to units therein to stockholders through Cooperative Leases or similar arrangements.

 

Cooperative Lease: The lease on a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares in such Cooperative Unit.

 

Cooperative Loan: A Mortgage Loan that is secured by a first lien on and perfected security interest in Cooperative Shares and the related Cooperative Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.

 

Cooperative Project: With respect to any Cooperative Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements.

 

Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by a stock certificate.

 

Cooperative Unit: With respect to a Cooperative Loan, a specific unit in a Cooperative Project.

 

Credit Score: For each Mortgage Loan, (a) if two credit scores were obtained at origination, the lowest score of the two, and (b) if three scores were obtained at origination, the middle of the three. When there is more than one applicant, the lowest of the applicants’ Credit Scores will be used. There is only one (1) score for any Mortgage Loan regardless of the number of borrowers and/or applicants.

 

Custodial Account: As defined in Subsection 11.04.

 

Customary Servicing Procedures: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates, or as such mortgage servicing practices may change from time to time.

 

4
 

 

Cut-off Date: With respect to each Mortgage Loan, the first day of the month of the related Closing Date as set forth in the related PPTL.

 

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Substitute Mortgage Loan in accordance with this Agreement.

 

Delinquent: Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made by the close of business on the Business Day preceding the next scheduled Due Date for such Mortgage Loan.

 

Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

 

Eligible Account: Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein. Eligible Accounts may bear interest. If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts is no longer in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations or in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations, the funds on deposit therewith in connection with this Agreement shall be transferred to an Eligible Account within 30 days of such downgrade.

 

Escrow Account: As defined in Subsection 11.06.

 

Escrow Payments: The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

 

Event of Default: Any one of the conditions or circumstances enumerated in Subsection 13.01.

 

Fannie Mae: The entity formerly known as the Federal National Mortgage Association or any successor thereto.

 

Fannie Mae Guides: The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto in effect on and after the related Closing Date.

 

5
 

 

FDIC: The Federal Deposit Insurance Corporation or any successor thereto.

 

FDPA: The Flood Disaster Protection Act of 1973, as amended.

 

Fidelity Bond: The fidelity bond required to be obtained by the Servicer pursuant to Subsection 11.12.

 

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.

 

First Remittance Date: With respect to each Mortgage Loan Package, the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the calendar month immediately following the Closing Date; provided, however, if the Servicing Transfer Date is not one (1) or more Business Days prior to the first day of such calendar month, such date will be the 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the next succeeding calendar month.

 

Freddie Mac: The entity formerly known as the Federal Home Loan Mortgage Corporation or any successor thereto.

 

Freddie Mac Guide: The Freddie Mac Single Family Seller/Servicer Guide and all amendments or additions thereto in effect on and after the related Closing Date.

 

Full Prepayment: Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and 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.

 

Ginnie Mae: The Government National Mortgage Association or any successor thereto.

 

Gross Margin: With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage Loan.

 

Helping Families Act: As defined in Subsection 6.04.

 

HUD: The United States Department of Housing and Urban Development or any successor thereto.

 

Independent: When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any affiliate of such other Person, (b) does not have any material direct financial interest in such other Person or any affiliate of such other Person, and (c) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

6
 

 

Index: With respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.

 

Initial Rate Cap: With respect to each Adjustable Rate Mortgage Loan and the initial Adjustment Date therefor, a number of percentage points per annum that is set forth in the Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase or decrease from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.

 

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

 

Interim Servicing Period: The period from the Closing Date to the related Servicing Transfer Date.

 

IO Adjustable Rate Mortgage Loan: An Adjustable Rate Mortgage Loan with respect to which accrued interest only is payable by a Mortgagor on each Due Date until the IO Conversion Date.

 

IO Conversion Date: With respect to an IO Adjustable Rate Mortgage Loan, the date that references the end of the “interest only period” applicable thereto.

 

Lifetime Rate Cap: As to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the provisions of the related Mortgage Note.

 

Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.

 

Loan-to-Value Ratio: With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a percentage, of the outstanding principal balance of the Mortgage Loan on such date, to the Appraised Value of the related Mortgaged Property.

 

7
 

 

LPMI: Lender paid mortgage insurance.

 

LTV: Loan-to-Value Ratio.

 

Master Servicer: Wells Fargo Bank, N.A., together with its successors and assigns, as master servicer with respect to any Securitization Transaction, or any other master servicer designated as such with respect to any Securitization Transaction.

 

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

 

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.

 

MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

 

MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

 

Minimum Interest Rate: With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased.

 

Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

 

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.

 

Mortgage File: With respect to each Mortgage Loan, all documents involved in the origination, underwriting (including documented compensating factors pertaining to exceptions) and servicing of the Mortgage Loan, including but not limited to the documents specified in Exhibit 2, and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

 

Mortgage Interest Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest rate imposed by the Initial Rate Cap, the Periodic Rate Cap, the Minimum Interest Rate and the Lifetime Rate Cap, if any.

 

8
 

 

Mortgage Loan: An individual Mortgage Loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the related Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage File, the Servicing File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, any escrow accounts related to the Mortgage Loan, the Servicing Rights and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.

 

Mortgage Loan Documents: With respect to any Mortgage Loan, the documents listed in Exhibit 1 hereto.

 

Mortgage Loan Package: The pool or group of whole loans purchased on a Closing Date, as described in the Mortgage Loan Schedule annexed to the related PPTL.

 

Mortgage Loan Remittance Rate: With respect to any Mortgage Loan, the related Mortgage Interest Rate minus the related Servicing Fee Rate.

 

Mortgage Loan Schedule: The schedule of Mortgage Loans prepared for each Closing Date setting forth the information with respect to each Mortgage Loan required by the disclosure report format of the Purchaser, which disclosure report format is delivered by the Purchaser to the Seller.

 

Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage or, in the case of a Cooperative Loan, secured by the Cooperative Shares and the Cooperative Lease.

 

Mortgaged Property: The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling.

 

Mortgagee: The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.

 

Mortgagor: The obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.

 

NAIC: The National Association of Insurance Commissioners or any successor organization.

 

OCC: The Office of the Comptroller of the Currency or any successor thereto.

 

9
 

 

Officer’s Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President of the Person on behalf of whom such certificate is being delivered.

 

Opinion of Counsel: A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed, and which must be Independent outside counsel with respect to such opinion of counsel concerning the taxation or the federal income tax status of a REMIC.

 

Partial Prepayment: Any payment of principal on a Mortgage Loan, other than a Full Prepayment, which is received in advance of its scheduled Due Date and 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.

 

Periodic Rate Cap: As to each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any Adjustment Date as provided in the related Mortgage Note, if applicable.

 

Person: An individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

PPTL: With respect to each Mortgage Loan and Mortgage Loan Package, the Purchase Price and Terms Letter, substantially in the form of Exhibit 3 attached hereto, providing for the sale by Seller and the purchase by the Purchaser of the Mortgage Loan Package on the related Closing Date.

 

Prepayment Charge: With respect to each Mortgage Loan, the fee payable by the Mortgagor if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.

 

Prepayment Interest Shortfall: As to any Remittance Date and any Mortgage Loan, (a) if such Mortgage Loan was the subject of a Full Prepayment during the related Principal Prepayment Period, the excess of one month’s interest (adjusted to the Mortgage Loan Remittance Rate) on the Assumed Principal Balance of such Mortgage Loan outstanding immediately prior to such prepayment, over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the Mortgagor in respect of such Principal Prepayment Period, and (b) if such Mortgage Loan was the subject of a Partial Prepayment during the related Principal Prepayment Period, an amount equal to the excess of one month’s interest at the Mortgage Loan Remittance Rate on the amount of such Partial Prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Partial Prepayment during such Principal Prepayment Period.

 

Primary Mortgage Insurance Policy: A policy of primary mortgage guaranty insurance.

 

10
 

 

Principal Prepayment: Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Charge 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: As to any Remittance Date, the calendar month preceding the calendar month in which such Remittance Date occurs.

 

Purchase Price: The price paid on the related Closing Date by the Purchaser to the Seller pursuant to this Agreement in exchange for the Mortgage Loans included in the related Mortgage Loan Package, as calculated pursuant to Section 4 and the related PPTL.

 

Purchase Price Percentage: For each Mortgage Loan included in a Mortgage Loan Package, the percentage of par set forth in the related PPTL that is used to calculate the Purchase Price of the Mortgage Loans included in such Mortgage Loan Package.

 

Purchaser: The Person listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms of this Agreement.

 

Qualified Appraiser: With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

 

Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided by the insurance policy issued by it, approved as an insurer by Fannie Mae and Freddie Mac.

 

Rating Agencies: Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc. or, in the event that some or all ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.

 

Reconciled Market Value: The estimated market value of the Mortgaged Property or REO Property that is reasonably determined by the Seller based on different results obtained from different permitted valuation methods or at different time periods, all in accordance with Customary Servicing Procedures.

 

11
 

 

Reconstitution Agreement: The agreement or agreements entered into by the Seller, the Purchaser and certain third parties on the Reconstitution Date or Reconstitution Dates with respect to any or all of the Mortgage Loans conveyed hereunder, in connection with a Whole Loan Transfer or a Securitization Transaction as provided in Subsection 32. A Reconstitution Agreement relating to a Securitization Transaction will be substantially in the form of Exhibit 5 hereto.

 

Reconstitution Date: The date or dates on which any or all of the Mortgage Loans are reconstituted as part of a Whole Loan Transfer or Securitization Transaction pursuant to Section 32 hereof.

 

Record Date: The close of business of the last Business Day of the month preceding the month of the related Remittance Date or, in the case of a Remittance Date that is the Servicing Transfer Date, the Business Day prior to the Servicing Transfer Date.

 

Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

 

Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

 

Regulation AB Compliance Addendum: Addendum I attached hereto and incorporated herein by reference thereto.

 

REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

 

Remittance Date: (a) The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of any month, beginning with the First Remittance Date with respect to each Mortgage Loan Package, and (b) the Servicing Transfer Date.

 

REO Disposition: The final sale by the Seller or the Purchaser of an REO Property.

 

REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.

 

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REO Property: A Mortgaged Property acquired by or on behalf of the Purchaser through foreclosure or deed in lieu of foreclosure as described in Subsection 11.13.

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus, (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid and distributed to the Purchaser to the last day of the month in which such repurchase occurs, plus, (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held in the Custodial Account for future distribution in connection with such Mortgage Loan.

 

Residential Dwelling: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit development, none of which is a cooperative, mobile or manufactured home.

 

Securities Act: The Securities Act of 1933, as amended.

 

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

 

Seller: WJ Bradley Mortgage Capital LLC, or its successor in interest or any successor to the Seller under this Agreement appointed as herein provided.

 

Servicer: The Servicer set forth in the related PPTL.

 

Servicing Advances: All customary, reasonable and necessary out-of-pocket costs and expenses incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of a Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of a Mortgaged Property if such Mortgaged Property is acquired in satisfaction of the Mortgage, and (d) payments made by the Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.

 

Servicing Fee: With respect to each Mortgage Loan, the fee the Purchaser shall pay to the Seller to interim service the Mortgage Loans, which shall, for each month, be equal to one-twelfth of the product of the applicable Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan (pro-rated with respect to partial months). Such fee shall be payable monthly. The obligation of the Purchaser to pay the Servicing Fee is limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Subsection 11.05) of related Monthly Payments collected by the Seller, or as otherwise provided under Subsection 11.05.

 

13
 

 

Servicing Fee Rate: With respect to each Mortgage Loan, the per annum rate set forth on the related Mortgage Loan Schedule or if not specified thereon, in the related PPTL.

 

Servicing File: With respect to each Mortgage Loan, the documents pertaining thereto specified in Exhibit 2 and copies of all documents for such Mortgage Loan specified in Exhibit 1.

 

Servicing Rights: With respect to each Mortgage Loan, any and all of the following: (a) all rights to service the Mortgage Loan; (b) all rights to receive the Servicing Fees, additional servicing compensation (including, without limitation, any late fees, assumption fees, penalties or similar payments with respect to the Mortgage Loan, and income on escrow accounts or other receipts on or with respect to the Mortgage Loan), reimbursements or indemnification for servicing the Mortgage Loan, and any payments received in respect of the foregoing and proceeds thereof; (c) the right to collect, hold and disburse escrow payments or other similar payments with respect to the Mortgage Loans and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by applicable law; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) possession and use of any and all Mortgage Loan Documents and Mortgage Files pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans; (f) all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; (g) all rights, powers and privileges incident to any of the foregoing; and (h) all agreements or documents creating, defining or evidencing any of the foregoing rights to the extent they relate to such rights.

 

Servicing Transfer Date: The date or dates, set forth in the related PPTL, when the Servicer will begin servicing the Mortgage Loans for the benefit of the Purchaser.

 

Servicing Transfer Instructions: The servicing transfer instructions in the form of Exhibit 4 hereto.

 

Stated Principal Balance: As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan as of the first day of the month for which such calculation is being made after giving effect to the principal portion of any Monthly Payments due on or before such date, whether or not received, as well as any Principal Prepayments received before such date, minus, without duplication, (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal, or advances in lieu thereof.

 

14
 

 

Substitute Mortgage Loan: A mortgage loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, be approved by the Purchaser and meet the conditions described in Section 7.03(b) of this Agreement.

 

Underwriting Guidelines: As to each Mortgage Loan Package, the written underwriting guidelines in effect as of the origination date of such Mortgage Loans, mutually agreed upon by the Seller and Purchaser, and delivered by the Seller to the Purchaser, as may be revised and modified, from time to time, by mutual agreement of the Purchaser and the Seller to reflect changes to the Underwriting Guidelines.

 

USA Patriot Act: Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

 

USPAP: The Uniform Standards of Professional Appraisal Practice, as amended and in effect from time to time.

 

Whole Loan Transfer: Any sale or transfer by the Purchaser of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.

 

SECTION 2. Purchase and Conveyance.

 

The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis.

 

With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

 

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SECTION 3. Mortgage Loan Schedule.

 

The Seller shall deliver the Mortgage Loan Schedule (which will be annexed to the related PPTL) to the Purchaser at least two (2) Business Days prior to the related Closing Date.

 

SECTION 4. Purchase Price.

 

The Purchase Price for the Mortgage Loans being acquired on a Closing Date shall be equal to the sum of (a) the product of (i) the Purchase Price Percentage stated in the related PPTL (subject to adjustment as provided therein) and (ii) the Stated Principal Balance of the Mortgage Loans listed on the related Mortgage Loan Schedule, plus (b) an amount equal to accrued interest on the aggregate Stated Principal Balance of the Mortgage Loans at the weighted average Mortgage Interest Rate of such Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, both inclusive (assuming 30/360) (the “Purchase Price”). If so provided in the related PPTL, portions of the Mortgage Loans shall be priced separately.

 

The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans shall be paid on the related Closing Date by wire transfer of immediately available funds.

 

SECTION 5. Examination of Mortgage Files.

 

The Seller shall, at the direction of the Purchaser, deliver to the Purchaser or its designee in escrow, for examination and retention, with respect to each Mortgage Loan to be purchased on the related Closing Date, the related Mortgage File in hard copy or in digital format on compact disks or DVD. Such examination may be made by the Purchaser or its designee at any reasonable time before or after the related Closing Date. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loan Package without conducting any partial or complete examination. The fact that the Purchaser has conducted or has determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s (or any of its successors’) rights to demand repurchase or other relief or remedy provided for in this Agreement.

 

SECTION 6. Delivery of Mortgage Loan Documents.

 

Subsection 6.01 Possession of Mortgage Files.

 

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Originals or copies of all documents, including but not limited to the documents listed on Exhibit 2 and comprising the Mortgage File, other than the Mortgage Loan Documents, shall be delivered to the Purchaser or its designee on or prior to the related Closing Date. During the Interim Servicing Period, originals of the contents of each Mortgage File not delivered to the Purchaser or the custodian appointed by the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof and shall be available for review by the Purchaser upon request. The Seller’s possession of any portion of each such Mortgage File is at the will of the Purchaser, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of each Mortgage File is vested 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 Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The copies of the Mortgage File retained by the Seller with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Seller’s computer system to reflect clearly the ownership of such related Mortgage Loan by the Purchaser. The Seller shall release from its custody the contents of any Mortgage File retained by it only in accordance with this Agreement and the Servicing Transfer Instructions, except when such release is required in connection with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this Agreement or if required under applicable law or court order.

 

Subsection 6.02 Books and Records.

 

The sale of each Mortgage Loan will be reflected on the Seller’s balance sheet and other financial statements as a sale of assets by the Seller. The Seller shall maintain a complete set of books and records for the Mortgage Loans sold by it which shall be appropriately identified in the Seller’s computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser.

 

In addition to the foregoing, the Seller shall provide to any supervisory agents or examiners that regulate the Purchaser, including but not limited to, the OCC, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to the Seller and without charge to the Seller or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.

 

Subsection 6.03 Delivery of Mortgage Loan Documents.

 

The Seller shall deliver and release to the Purchaser or the custodian appointed by the Purchaser the Mortgage Loan Documents no later than four (4) Business Days prior to the related Closing Date or, upon the request of the Purchaser, earlier, if necessary or desirable to facilitate a review. If the Seller cannot deliver the original recorded Mortgage Loan Documents on the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case not later than 120 days from the Closing Date, deliver such original recorded Mortgage Loan Documents to the Purchaser or the appointed custodian (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days of the related Closing Date solely because such Mortgage Loan Documents shall not have been returned by the appropriate recording office, the Seller shall deliver such Mortgage Loan Documents to Purchaser, or the appointed custodian, within such time period as specified in a Seller’s Officer’s Certificate. In the event that documents have not been received by the date specified in the Seller’s Officer’s Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation. The Seller shall include with each Seller’s Officer’s Certificate a listing of all delayed recorded documents. The procedure shall be repeated until the documents have been received and delivered. The Seller shall use its best efforts to effect delivery of all delayed recorded documents within 180 days of the related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is not completed within 360 days of the related Closing Date then, at Purchaser’s option, the Seller shall repurchase such Mortgage Loan in such manner set forth in Section 7.03.

 

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Any review by the Purchaser or its designee of the Mortgage Files shall in no way alter or reduce the Seller’s obligations hereunder.

 

If the Purchaser or its designee discovers any defect with respect to any document constituting part of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance with Section 7.03.

 

The Seller shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into within one week of their execution and shall also 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 five (5) days of its return from the appropriate public recording office.

 

Subsection 6.04 RESPA Notice and Helping Families Notice

 

(a)          Prior to each Servicing Transfer Date, the Seller shall furnish to the applicable Mortgagors notices required under the Real Estate Settlement Procedure Act (“RESPA”) within the time frames required by RESPA.         

 

(b)          Within thirty (30) days following the Closing Date in respect of a Mortgage Loan that is not a MERS Mortgage Loan, the Seller shall furnish to the Mortgagor of such Mortgage Loan the notice required by Section 404 of the Helping Families Save Their Homes Act of 2009 (the “Helping Families Act”) in accordance with the provisions of the Helping Families Act. Within five (5) Business Days following the Closing Date in respect of a MERS Mortgage Loan, the Seller shall notify MERS of the transfer of ownership of such MERS Mortgage Loan.

 

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SECTION 7. Representations, Warranties and Covenants; Remedies for Breach.

 

Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.

 

The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date or such other date specified herein:

 

(a)          Property Valuation: Each Mortgage File contains a written appraisal prepared by an appraiser licensed or certified by the applicable governmental body in which the mortgaged property is located and in accordance with the requirements of Title XI of FIRREA. The appraisal was written, in form and substance, to (i) customary Fannie Mae or Freddie Mac standards for mortgage loans of the same type as such Mortgage Loans and (ii) USPAP standards, and satisfies applicable legal and regulatory requirements. The appraisal was made and signed prior to the final approval of the Mortgage Loan application. The person performing any property valuation (including an appraiser) received no benefit from, and such person's compensation or flow of business from the originator was not affected by, the approval or disapproval of the Mortgage Loan. The selection of the person performing the property valuation was made independently of the broker (where applicable) and the originator's loan sales and loan production personnel. The selection of the appraiser met the criteria of Fannie Mae and Freddie Mac for selecting an independent appraiser.

 

(b)          Income/Employment/Assets: With respect to each Mortgage Loan the originator verified the borrower's income, employment, and assets in accordance with its written Underwriting Guidelines and employed procedures designed to authenticate the documentation supporting such income, employment, and assets. Such verification includes the transcripts received from the Internal Revenue Service pursuant to a filing of IRS Form 4506-T. With respect to each Mortgage Loan, in order to test the reasonableness of the income, the originator used (i) transcripts received from the IRS pursuant to a filing of IRS Form 4506-T (to the extent specified in the Mortgage Loan Schedule) or (ii) public and/or commercially available information acceptable to the Purchaser.

 

(c)          Occupancy: The originator has given due consideration to factors, including but not limited to, other real estate owned by the borrower, commuting distance to work, appraiser comments and notes, the location of the property and any difference between the mailing address active in the servicing system and the subject property address to evaluate whether the occupancy status of the property as represented by the borrower is reasonable. All owner occupied properties are occupied by the owner at the time of purchase of the mortgage.

 

(d)          Data: The information set forth in the related Mortgage Loan Schedule, including any diskette or other related data tapes sent to the Purchaser, is complete, true and correct in all material respects. The information on the Mortgage Loan Schedule and the information provided are consistent with the contents of the originator's records and the Mortgage File. The Mortgage Loan Schedule contains all of the required fields. Any seller or builder concession has been subtracted from the Appraised Value of the Mortgaged Property for purposes of determining the LTV and CLTV. Except for information specified to be as of the origination date of the Mortgage Loan, the Mortgage Loan Schedule contains the most current information possessed by the originator. No appraisal or other property valuation referred to or used to determine any data listed on the Mortgage Loan Schedule was more than 3 months old at the time of the Mortgage Loan closing.

 

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(e)          Fraud: No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to the Mortgage Loan has taken place on the part of the Mortgagor, the Seller or any other Person, including, without limitation, any appraiser, title company, closing or settlement agent, realtor, builder or developer or any other party involved in the origination or sale of the Mortgage Loan or the sale of the Mortgaged Property, that would impair in any way the rights of the Purchaser in the Mortgage Loan or Mortgaged Property or that violated applicable law.

 

(f)           Underwriting; Collection Practices; Escrow Payments: Each Mortgage Loan either (i) was underwritten in conformance with the originator's Underwriting Guidelines in effect at the time of origination without regard to any underwriter discretion or (ii) if not underwritten in conformance with the originator's guidelines, has reasonable and documented compensating factors. The methodology used in underwriting the extension of credit for the Mortgage Loan includes objective mathematical principles that relate to the relationship between the borrower's income, assets and liabilities and the proposed payment. With respect to escrow deposits and mortgage escrow accounts, all such payments are in the possession of Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item subject to an escrow requirement which remains unpaid and which has been assessed but is not yet due and payable. Except in connection with a modification disclosed on the Mortgage Loan Schedule and contained in the Servicing File, no escrow deposits or escrow payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, all mortgage interest rate adjustments and monthly payment adjustments have been made in strict compliance with Customary Servicing Procedures, and, as of the applicable Transfer Date, Seller’s servicing system has been updated to reflect any such adjustments. The Seller executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the monthly payment adjustments. Any interest required to be paid to the Mortgagor pursuant to state, federal and local law has been properly paid and credited.

 

(g)          Mortgage Insurance: Except as indicated for pledged asset loans, if a Mortgage Loan has an LTV greater than 80%, the Mortgage Loan has mortgage insurance in accordance with the terms of the Fannie Mae Guide or the Freddie Mac Guide and is insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect and all premiums due thereunder have been paid. No action, inaction or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and to pay all premiums and charges in connection therewith. To the extent a Mortgage Loan is insured under an LPMI policy, the Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such premium.

 

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(h)          Regulatory Compliance: 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, fair housing, or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects. No Mortgage Loan is a “high cost” or “covered” loan, as defined by any applicable federal, state or local predatory or abusive lending law, and no Mortgage Loan has a percentage listed under the Indicative Loss Severity Column (the column that appears in the Standard & Poor's Anti-Predatory Lending Law Update Table, included in the then-current Standard & Poor's LEVELS® Glossary of Terms on Appendix E). Any breach of this representation shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan. No Mortgage Loan secured by property located in the State of Georgia was originated on or after October 1, 2002 and prior to March 7, 2003. No Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as defined under the Georgia Fair Lending Act. No borrower was encouraged or required to select a loan product offered by an originator that was a higher cost product designed for less-creditworthy borrowers, unless at the time of the Mortgage Loan's origination, such borrower did not qualify, taking into account credit history and debt-to-income ratios, for a lower cost credit product then offered by such originator or any affiliate of such originator. There does not exist on the related Mortgaged Property any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other federal, state or local environmental legislation including, without limitation, asbestos. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of such Mortgaged Property. The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. The servicing of each Mortgage Loan prior to the related Closing Date complied in all material respects with the Customary Servicing Procedures and all then-applicable federal, state and local laws. Any breach of any representations made in this clause (h) shall be deemed to materially and adversely affect the value of the Mortgage Loan and shall require a repurchase of the affected Mortgage Loan.

 

(i)           Borrower: As of the related Closing Date, the Mortgagor is not in bankruptcy and is not insolvent and the Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent or materially adversely affect the value or marketability of the Mortgage Loan. Either the Mortgagor is a natural person who is legally permitted to reside in the United States or the Mortgagor is an inter-vivos trust acceptable to Fannie Mae. No borrower had a prior bankruptcy in the last ten years. No borrower previously owned a property in the last ten years that was the subject of a foreclosure during the time the borrower was the owner of record.

 

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(j)           Source of Loan Payments: No loan payment has been escrowed as part of the loan proceeds on behalf of the borrower. No payments due and payable under the terms of the Mortgage Note and Mortgage or deed of trust, except for seller or builder concessions, have been paid by any person who was involved in, or benefited from, the sale or purchase of the Mortgaged Property or the origination, refinancing, sale, purchase or servicing of the Mortgage Loan other than the borrower.

 

(k)          Down Payment: The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

 

(l)           No Prior Liens: The Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser or its designee will be the owner of record of the Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser, the Seller will retain any Mortgage File documents during the Interim Servicing Period in its possession in trust for the Purchaser. Each sale of the Mortgage Loan from any prior owner or the Seller was in exchange for fair equivalent value, and the prior owner or the Seller, as applicable, was solvent both prior to and after the transfer and had sufficient capital to pay and was able to pay its debts as they would generally mature. Immediately prior to the transfer and assignment to the Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, was not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest. The Seller has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan.

 

(m)          Enforceability and Priority of Lien: The related Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property (subject, as to enforceability, to bankruptcy and other creditors rights laws), including all buildings on the Mortgaged Property, and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the Appraised Value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein (subject, as to enforceability, to bankruptcy and other creditors rights laws), and the Seller has the full right to sell and assign the same to the Purchaser; There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage. The related original Mortgage has been recorded or is in the process of being recorded.

 

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(n)          Complete Mortgage Files: The Mortgage Note, the Mortgage, the Assignment of Mortgage and the other Mortgage Loan Documents set forth in Exhibits 1 and 2 and required to be delivered on the related Closing Date have been delivered to the Purchaser or its designee in compliance with the specific requirements of this Agreement and the PPTL for the related Mortgage Loan Package. With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File including all documents used in the qualification of the borrower except for such documents as have been delivered to the Purchaser or its designee. In the event the Mortgage is a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated, is named in the Mortgage and currently so serves, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the borrower.

 

(o)          No Modifications: The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any material respect, except by a written instrument that, if required by applicable law, has been recorded or is in the process of being recorded. The substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by such policies, the terms of such waiver, alteration or modification have been reflected in the Mortgage Loan Schedule and the written instrument reflecting such terms has been included in the Mortgage File. No Mortgagor has been released, in whole or in part, from the terms of the Mortgage Note and the Mortgage, except in connection with an assumption agreement which is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule. The Mortgage and Mortgage Note have not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Seller waived any default resulting from any action or inaction by the Mortgagor.

 

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(p)          Taxes Paid: All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid by the borrower, or escrow funds from the borrower have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable.

 

(q)          No Damage/Condemnation: Each Mortgaged Property is undamaged by waste, vandalism, fire, hurricane, earthquake or earth movement, windstorm, flood, tornado or other casualty adversely affecting the value of a Mortgaged Property or the use for which the premises were intended, and each Mortgaged Property is in substantially the same condition it was at the time the most recent Appraised Value was obtained. There is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property.

 

(r)           Fee Simple Estate / No Encroachments / Compliance with Zoning: The Mortgage creates a first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note. All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit), no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (v) below and all improvements on the property comply with all applicable building, zoning and subdivision laws, regulations and ordinances.

 

(s)          Legally Occupied: As of the related Closing Date, the Mortgaged Property is lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.

 

(t)           Mortgage Loan Legal and Binding: The Mortgage Note, the Mortgage and other agreements executed in connection therewith are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles. The Seller has taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note, the Mortgage and other agreements executed in connection therewith, had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and properly executed by such parties.

 

(u)          Proceeds Fully Disbursed / Recording Fees Paid: The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.

 

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(v)          Existence of Title Insurance: Each Mortgage Loan (except (1) any Mortgage Loan secured by a Mortgaged Property located in any jurisdiction as to which an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance is instead received and (2) any Mortgage Loan secured by Cooperative Shares) is covered by an ALTA lender's title insurance policy or other form of policy or insurance generally acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (m)(1), (2) and (3) above) the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. Additionally, such policy affirmatively insures ingress and egress to and from the Mortgaged Property. Where required by applicable state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Seller, its successors and assigns, are the sole insureds of such lender's title insurance policy; such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Seller's interest therein does not require the consent of or notification to the insurer; and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement and the related PPTL. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy. No originator, seller, prior owner of the Mortgage Loan or other Person has provided or received any unlawful fee, commission, kickback, or other compensation or value of any kind in connection with the title insurance policy.

 

(w)          Hazard Insurance: All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the Fannie Mae Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing coverage not less than the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loans and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If required by the FDPA, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration and conforming to Fannie Mae and Freddie Mac requirements, in an amount not less than the amount required by the FDPA. Such policy was issued by an insurer acceptable under the Fannie Mae Guides or the Freddie Mac Guides. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. All such standard hazard and flood policies are in full force and effect and on the date of origination contained a standard mortgagee clause naming the Seller and its successors in interest and assigns as loss payee; such clause is still in effect and all premiums due on any such policies have been paid in full. No originator, seller, prior owner of the Mortgage Loan, borrower or any other Person, has engaged in any act or omission that would impair the coverage of any such insurance policy, the benefits of the endorsement provided for therein, or the validity and binding effect of either, including, without limitation, the provision or receipt of any unlawful fee, commission, kickback, or other compensation or value of any kind. No action, inaction, or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any such insurance policies, regardless of the cause of such failure of coverage.

 

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(x)           No Default: There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration. No foreclosure action is currently threatened or has been commenced with respect to any Mortgaged Property.

 

(y)          No Rescission: The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. The Mortgagor was not a debtor at the time of origination of the Mortgage Loan and is not currently a debtor in any state or federal bankruptcy or insolvency proceeding.

 

(z)           Enforceable Right of Foreclosure: The Mortgage relating to a Mortgaged Property contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against such Mortgaged Property of the benefits of the security provided thereby. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose on the Mortgage.

 

(aa)        Mortgaged Property is 1-4 Family: The Mortgaged Property consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a mobile home. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination no portion of the Mortgaged Property has been used for commercial purposes.

 

(bb)        Mortgage Loan Qualifies for REMIC: Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(l).

 

(cc)        Original Mortgage Notes: The Seller has delivered to the Purchaser the original Mortgage Note with respect to each Mortgage Loan.

 

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(dd)       Doing Business: All parties which have had any interest in the Mortgage, whether as Mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located and (B) (1) organized under the laws of such state, (2) qualified to do business in such state, (3) a federal savings and loan association, a national bank, a Federal Home Loan Bank or a savings bank having principal offices in such state or (4) not doing business in such state.

 

(ee)        Loans Current / Prior Delinquencies: All payments due on a Mortgage Loan on or prior to the related Closing Date have been made as of the related Closing Date, no Mortgage Loan is Delinquent and no Mortgage Loan has been Delinquent during the preceding twelve-month period; no payment made on such Mortgage Loan has been dishonored; there are no material defaults under the terms of such Mortgage Loan; and neither the Seller nor any other party has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan.

 

(ff)         [Reserved]

 

(gg)       Acceleration of Payments: The Mortgage contains the usual and enforceable provisions of the originator at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the Mortgagee thereunder.

 

(hh)       [Reserved]

 

(ii)          Leasehold Interest Representation And Warranty: To the extent the Mortgage Loan is secured by a leasehold interest: (1) the borrower is the owner of a valid and subsisting interest as tenant under the lease and is not in default thereunder, (2) the lease is in full force and effect, and is unmodified, (3) all rents and other charges have been paid when due, (4) the lessor under the lease is not in default, (5) the execution, delivery, and performance of the Mortgage do not require the consent (other than the consents that have been obtained and are in full force and effect) under, and will not violate or cause a default under, the terms of the lease, (6) the lease is assignable or transferable, (7) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note, (8) the lease does not provide for termination of the lease in the event of the borrower's default without written notice to the Mortgagee and a reasonable opportunity to cure the default, (9) the lease permits the mortgaging of the related Mortgaged Property and (10) the lease protects the Mortgagee's interests in the event of a property condemnation.

 

(jj)          Sole Collateral: As of the related Closing Date, the Mortgage Note is not and has not been secured by any collateral other than the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (m) above, and such collateral does not serve as security for any other obligation.

 

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(kk)        Full Disclosure: The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate or adjustable rate mortgage loans, as applicable.

 

(ll)          No Graduated Payments: The Mortgage Loan does not contain “graduated payment” features, does not have a shared appreciation or other contingent interest feature and does not contain any buydown provisions.

 

(mm)      No Negative Amortization Loans: The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. Each Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof (except in the case of interest only loans) and to pay interest at the related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions which would result in negative amortization.

 

(nn)        Recordable: As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

 

(oo)        Payment Terms: Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest (if not an interest only loan), with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization.

 

(pp)       Condominiums: If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development), or stock in a cooperative housing corporation, such condominium, cooperative or planned unit development project meets the eligibility requirements of Fannie Mae and Freddie Mac.

 

(qq)        Servicemembers’ Civil Relief Act: The Mortgagor has not notified the Seller that it is requesting relief under the Servicemembers' Civil Relief Act, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers' Civil Relief Act.

 

(rr)         Construction: As of the related Closing Date, no Mortgage Loan was in construction or rehabilitation status and no trade-in or exchange of a Mortgaged Property has been facilitated.

 

(ss)        Qualified Lender: The Mortgage Loan was originated by a Mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution supervised and examined by a federal or state authority.

 

(tt)         No Ground Leases: No Mortgaged Property is subject to a ground lease.

 

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(uu)        No Additional Fees: With respect to any broker fees collected and paid on any of the Mortgage Loans, all such fees have been properly assessed to the Mortgagor and no claims will arise as to such fees that are double charged and for which the Mortgagor would be entitled to reimbursement.

 

(vv)        Home Ownership and Equity Protection Act 1994: None of the Mortgage Loans are subject to the Home Ownership and Equity Protection Act of 1994 or any comparable state law.

 

(ww)      No Single Credit Insurance: None of the proceeds of the Mortgage Loan were used to finance single premium credit insurance policies.

 

(xx)         Principal Advances: Any principal advances made to the Mortgagor prior to the related Closing Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the Mortgagee's consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.

 

(yy)        Interest Calculation: Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months.

 

(zz)         No Balloon Loans: No Mortgage Loan is a Balloon Mortgage Loan.

 

(aaa)      MERS Mortgage Loans: With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded. With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS.

 

(bbb)     Credit Reporting: With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.

 

(ccc)      Servicing. The Mortgage Loans have been serviced in accordance with all Applicable Requirements.

 

(ddd)     Loan Type. No Mortgage Loan is a “pay option ARM,” “pick-a-payment” or similar type of mortgage loan or a home equity revolving line of credit.

 

(eee)      Flood Certifications. Unless otherwise agreed upon by the Seller and the Purchaser, each Mortgage Loan is covered by a life of loan, transferable flood certification contract assignable to the Purchaser.

 

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Subsection 7.02 Seller Representations and Covenants.

 

  The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):

 

(a)          It is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It is an approved seller in good standing of conventional residential mortgage loans for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act. It has 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 it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Purchaser, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.

 

(b)          No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.

 

(c)          The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its articles of association or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.

 

(d)          Its transfer, assignment and conveyance of the Mortgage Notes and the Mortgages pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

 

(e)          There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it which, either individually or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with its obligations contemplated herein, or which would materially impair its ability to perform under the terms of this Agreement.

 

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(f)           To the best of the Seller’s knowledge, the Seller is not in material default under any agreement, contract, instrument or indenture to which the Seller is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this Agreement, nor, to the best of the Seller’s knowledge, has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

 

(g)          It 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.

 

(h)          As of the Servicing Transfer Date, the Seller has previously serviced and administered the Mortgage Loans in accordance with Customary Servicing Procedures, all applicable federal, state and local laws and the related Mortgage Notes and Mortgages.

 

(i)           It has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes.

 

(j)          It is solvent and the sale of the Mortgage Loans will not cause it to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its creditors.

 

(k)          It has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.

 

(l)           To the best of the Seller’s knowledge, neither this Agreement nor any statement, report or other agreement, document or instrument furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading.

 

(m)          (i)          The Seller covenants that the transfer of servicing of each Mortgage Loan from the Seller to the Servicer shall be complete in all material respects by the related Servicing Transfer Date, and the transfer shall be in accordance with the Servicing Transfer Instructions.

 

(ii)         Unless otherwise mutually agreed to by the Seller and the Purchaser, if a breach of the covenant described in Subsection 7.02(m)(i) continues for more than five (5) Business Days following the related Transfer Date, the Seller shall be required to repurchase the related Mortgage Loan at the Repurchase Price, and such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser.

 

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Subsection 7.03 Repurchase; Substitution.

 

(a)          It is understood and agreed that the representations and warranties set forth in Sections 7.01 and 7.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage Loan Document. Upon discovery by the Seller 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 in the Mortgage Loans (or which materially and adversely affects the value of a particular Mortgage Loan or the interest of the Purchaser in a particular Mortgage Loan in the case of a representation and warranty relating to such particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other. A breach of representations and warranties in Sections 7.01(e) through (p), (r), (t), (v), (w), (x), (y), (z), (aa), (bb), (cc), (ee), (gg), (hh), (jj), (ll), (mm), (nn), (qq), (ss), (uu), (vv), (ww), (xx), (yy), (zz), (aaa), and (bbb) shall be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser in any Mortgage Loan. With respect to the representations and warranties contained in Sections 7.01 and 7.02 that are made to the Seller’s knowledge or to the best of Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest of the Purchaser in the related Mortgage Loan, the Purchaser shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding Seller’s lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made. The Seller shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach; provided, however, that if a Mortgage Loan has been transferred to a REMIC and the breach is with respect to the representation and warranty in Section 7.01(bb), the Seller shall have a period of sixty (60) days from its discovery of such breach within which to cure such breach. The Seller hereby covenants and agrees that if any such breach is not corrected or cured within such sixty (60) day period, the Seller shall, at the Purchaser’s option, (i) repurchase such Mortgage Loan at the Repurchase Price, (ii) substitute a mortgage loan for the defective Mortgage Loan as provided below or (iii) except for a breach of the representation and warranty in Section 7.01(bb), make an indemnification payment in an amount equal to the reduction in value of such Mortgage Loan as a result of such breach, such payment to be made in the manner set forth above in respect of the Purchase Price of a repurchased Mortgage Loan. In the event that any such breach shall involve any representation or warranty set forth in Section 7.02, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Seller of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Seller at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of the amount of the Repurchase Price to an account designated by the Purchaser. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section 7.03(a) was the representation and warranty set forth in clause (e) or (h) of Section 7.01, then the Seller shall pay to the Purchaser, concurrently with and in addition to the remedies provided in this Section 7.03(a), an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Purchaser, and that directly resulted from such breach, or if incurred and paid by the Purchaser thereafter, concurrently with such payment.

 

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(b)          If the Seller is required to repurchase any Mortgage Loan pursuant to this Subsection 7.03 as a result of a breach of any of the representations and warranties set forth in Subsection 7.01, the Seller may, with the Purchaser’s prior consent, within two (2) years from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any Substitute Mortgage Loan shall (a) have a principal balance at the time of substitution not in excess of the principal balance of the Deleted Mortgage Loan (the amount of any difference, plus one month’s interest thereon at the Mortgage Loan Remittance Rate borne by the Deleted Mortgage Loan, being paid by the Seller and deemed to be a Principal Prepayment to an account designated by the Purchaser), (b) have a Mortgage Interest Rate not less than, and not more than one percentage point greater than, the Mortgage Interest Rate of the Deleted Mortgage Loan or in the case of an Adjustable Rate Mortgage Loan, have the same index, a margin that is not less than the margin of the Deleted Mortgage Loan and Adjustment Dates that are the same frequency as that of the Deleted Mortgage Loan, (c) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the Deleted Mortgage Loan, (d) be, in the reasonable determination of the Purchaser, of the same type, quality and character (including location of the Mortgaged Property) as the Deleted Mortgage Loan as if the breach had not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that of the Deleted Mortgage Loan, (f) have the same lien priority as that of the Deleted Mortgage Loan and (g) be, in the reasonable determination of the Purchaser, in material compliance with the representations and warranties contained in this Agreement and described in Subsection 7.01 as of the date of substitution.

 

(c)          The Seller shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan. The Monthly Payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller and the Monthly Payment on the Deleted Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

 

(d)          It is understood and agreed that the obligation of the Seller set forth in this Subsection 7.03 to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify the Purchaser pursuant to Subsection 12.01, constitutes the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Seller fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Subsection 7.03, or fails to cure a defective Mortgage Loan to the Purchaser’s reasonable satisfaction in accordance with this Subsection 7.03, or to indemnify the Purchaser pursuant to Subsection 12.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all available remedies. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Subsections 13.01 and 14.01.

 

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(e)          Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 and 7.02 shall accrue as to any Mortgage Loan upon (i) notice thereof by the Purchaser to the Seller (ii) failure by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement.

 

(f)          In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, Purchaser may, in connection with any repurchase or substitution of a defective Mortgage Loan pursuant to this Subsection 7.03, require that the Seller deliver, at the Seller’s expense, an Opinion of Counsel to the effect that such repurchase or substitution will not (i) result in the imposition of taxes on “prohibited transactions” of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

 

(g)          With respect to any Mortgage Loan listed as having mortgage insurance on the Mortgage Loan Schedule, regardless of whether the insurance is borrower paid or lender paid, if the mortgage insurer rejects, denies, or rescinds a claim on the basis of any defect in connection with the origination of the Mortgage Loan or the servicing of the Mortgage Loan prior to the Closing Date (a “mortgage insurer rejection”), other than as a result of the mortgage insurer’s breach of its obligations or as a result of the mortgage insurer's insolvency, the Seller shall either repurchase such Mortgage Loan at the Repurchase Price or pay the Purchaser the amount of such claim within thirty (30) days from the date of such mortgage insurer rejection.

 

(h)          The parties agree that the resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation of the Seller to repurchase a Mortgage Loan due to a breach of a representation or warranty contained in Section 7.01 hereof shall be by Arbitration.

 

If any allegation of a breach of a representation or warranty made in Section 7.01 has not been resolved to the satisfaction of both the Purchaser and the Seller, either party may commence Arbitration to resolve the dispute; provided that a party may commence Arbitration with respect to one or more unresolved allegations only during the months of January, April, July and October, and all matters with respect to which Arbitration has been commenced in any such month shall be heard in a single Arbitration in the immediately following month or as soon as practicable thereafter. To commence Arbitration, the moving party shall deliver written notice to the other party that it has elected to pursue Arbitration in accordance with this Section 7.03(h), provided that if the Seller has not responded to the Purchaser's notification of a breach of a representation and warranty, the Purchaser shall not commence Arbitration with respect to that breach before 60 days following such notification in order to provide the Seller with an opportunity to respond to such notification. Within 10 Business Days after a party has provided notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other party in writing. If the parties have not agreed on the selection of an Arbitrator within five Business Days after the first such submission, then the party commencing Arbitration shall, within the next 5 business days, notify the American Arbitration Association in New York, NY and request that it appoint a single Arbitrator with experience in arbitrating disputes arising in the financial services industry.

 

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It is the intention of the parties that Arbitration shall be conducted in as efficient and cost-effective a manner as is reasonably practicable, without the burden of discovery. Accordingly, the Arbitrator will resolve the dispute on the basis of a review of the written correspondence between the parties (including any supporting materials attached to such correspondence) conveyed by the parties to each other in connection with the dispute prior to the delivery of notice to commence Arbitration; however, upon a showing of good cause, a party may request the Arbitrator to direct the production of such additional information, evidence and/or documentation from the parties that the Arbitrator deems appropriate. If requested by the Arbitrator or any party, any hearing with respect to an Arbitration shall be conducted by video conference or teleconference except upon the agreement of both parties or the request of the Arbitrator.

 

The finding of the Arbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the Arbitrator shall be shared equally between both parties. Each party, however, shall bear its own attorneys fees and costs in connection with the Arbitration.

 

Subsection 7.04 Repurchase of Mortgage Loans With Early Payment Default.

 

If a Monthly Payment becomes Delinquent by one (1) or more scheduled Monthly Payments at any time on or prior to the first day of the third calendar month following the date of origination of the Mortgage Loan (or such other earlier date set forth in the related PPTL), then the Seller, at the Purchaser’s option, shall (a) promptly repurchase the related Mortgage Loan from the Purchaser in accordance with the procedures set forth in Subsection 7.03 hereof, however, any such repurchase shall be made at the Purchase Price, or (b) substitute a mortgage loan acceptable to the Purchaser in accordance with Subsection 7.03 hereof.

 

Subsection 7.05 Purchase Price Protection.

 

With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other earlier date set forth in the related PPTL), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date. Such payment shall be made within thirty (30) days of such payoff.

 

SECTION 8. Closing.

 

Subsection 8.01 Closing Conditions.

 

The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree.

 

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The closing for each Mortgage Loan Package shall be subject to the satisfaction of each of the following conditions:

 

(a)          the Seller shall have delivered to the Purchaser the related Mortgage Loan Schedule and an electronic data file containing information on a loan-level basis;

 

(b)          all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Subsection 7.01, such other date specified therein) in all material respects and no default shall have occurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder;

 

(c)          the Purchaser shall have received from the custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;

 

(d)          the Purchaser shall have received originals of the related PPTL executed by the Seller and a funding memorandum setting forth the Purchase Price(s) for the Mortgage Loan Package; and

 

(e)          all other terms and conditions of this Agreement and the related PPTL to be satisfied by the Seller shall have been complied with in all material respects.

 

Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the Seller on such Closing Date the Purchase Price for the related Mortgage Loan Package pursuant to Section 4 of this Agreement.

 

Subsection 8.02 Closing Documents.

 

(a)          On or before the initial Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:

 

(i)          this Agreement, in four counterparts;

 

(ii)         if requested by the Purchaser, a letter confirming the account name and number of the Custodial Account in a form to be provided by the Purchaser;

 

(iii)        if requested by the Purchaser, a letter confirming the account name and number of the Escrow Account in a form to be provided by the Purchaser; and

 

(b)          On or before each Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:

 

(i)          the related PPTL;

 

(ii)         the related Mortgage Loan Schedule;

 

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(iii)        the Purchaser shall have received from its custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;

 

(iv)        a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable.

 

SECTION 9. [Reserved.]

 

SECTION 10. Costs.

 

The Seller shall pay any commissions due its salespeople and the legal fees and expenses of its attorneys. The Purchaser shall pay the cost of delivering the Mortgage Files to the Purchaser or its designee, the cost of recording the Assignments of Mortgage and all other costs and expenses incurred in connection with the sale of the Mortgage Loans by the Seller to the Purchaser, including without limitation the Purchaser’s attorneys’ fees. The Seller shall pay the cost of delivering the Mortgage Loan Documents to the Purchaser or its designee for each related Closing Date.

 

SECTION 11. Interim Servicing; Servicing Transfer.

 

Subsection 11.01 Temporary Servicing of Mortgage Loans.

 

This Section 11 shall apply during the Interim Servicing Period, but only to the extent that funds collected and received pursuant to any Mortgage Loan during the Interim Servicing Period are payable to the Purchaser. All funds collected and received pursuant to each Mortgage Loan during the Interim Servicing Period that are payable to the Purchaser shall be applied in accordance with this Section 11 and the Servicing Transfer Instructions. All payments received in respect of the Mortgage Loans after the Servicing Transfer Date shall be applied in accordance with the Servicing Transfer Instructions. The Seller agrees to comply with the Customary Servicing Procedures during the Interim Servicing Period.

 

(a)          The Seller, as an independent contractor, shall service and administer the Mortgage Loans on behalf of the Purchaser from and after the Closing Date through the Servicing Transfer Date in accordance with this Agreement, the Servicing Transfer Instructions, Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alone or through subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms of this Agreement. The Seller may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Seller may delegate any of its duties under this Agreement to one or more of its affiliates without regard to any of the requirements of this section; provided, however, that the Seller shall not be released from any of its responsibilities hereunder by virtue of such delegation. The Mortgage Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Seller provided each subservicer is a Fannie Mae approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Seller shall pay all fees and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Seller hereunder shall be reimbursable to the Seller as Servicing Advances), and the subservicer’s fee shall not exceed the Servicing Fee.

 

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(b)          It is further understood and agreed that the interim servicing obligations of the Seller hereunder shall be limited to such servicing and collection activities as are necessary for preserving the Purchaser’s interest in the Mortgage Loans on a temporary basis, and that the servicing of the Mortgage Loans is intended by Seller and Purchaser to be transferred to the Purchaser or its designee on or before the Servicing Transfer Date. In no event shall the Seller service, or bear any obligation for the servicing of, any Mortgage Loan into any Securitization Transaction, Whole Loan Transfer, or in connection with the reconstitution of any Mortgage Loan.

 

(c)          At the cost and expense of the Seller, without any right of reimbursement from the Custodial Account, the Seller shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Seller, at the Seller’s option, from electing to service the related Mortgage Loans itself. If the Seller’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Purchaser, the Seller shall at its own cost and expense terminate the rights and responsibilities of the subservicer as soon as is reasonably possible. The Seller shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the subservicer from the Seller’s own funds without reimbursement from the Purchaser.

 

(d)          The Seller shall be entitled to enter into an agreement with the subservicer for indemnification of the Seller by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

 

(e)          Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be deemed to be between the subservicer and Seller alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the subservicer including no obligation, duty or liability of the Purchaser to pay the subservicer’s fees and expenses. For purposes of distributions and advances by the Seller pursuant to this Agreement, the Seller shall be deemed to have received a payment on a Mortgage Loan when the subservicer has received such payment. The Seller shall not make any amendment to any agreement with a subservicer if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment could be reasonably expected to be materially adverse to the interests of the Purchaser.

 

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(f)          The Seller shall not 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 without the prior written approval of the Purchaser.

 

(g)          Whether in connection with the foreclosure of a Mortgage Loan approved by the Purchaser or otherwise, the Seller shall from its own funds make all necessary and proper Servicing Advances; provided, however, that the Seller is not required to make a Servicing Advance unless the Seller determines in the exercise of its good faith judgment that such Servicing Advance would ultimately be recoverable from REO Disposition Proceeds, Insurance Proceeds or Condemnation Proceeds of the related Mortgaged Property (with respect to each of which the Seller shall have the priority described in Subsection 11.05 for purposes of withdrawals from the Custodial Account). Any Servicing Advance that would cause the amount of unreimbursed Servicing Advances for a particular Mortgage Loan to exceed $2,000 shall be made only after notification of the Purchaser.

 

(h)          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 Seller has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the inspection, the Seller shall promptly provide the Purchaser with a written report of the environmental inspection. In the event (i) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (ii) the Purchaser directs the Seller to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller 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 fully to reimburse the Seller, the Seller shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Subsection 11.05 hereof. In the event the Purchaser directs the Seller not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Subsection 11.05 hereof. Servicing Advances for which the Seller has not been reimbursed as of the Servicing Transfer Date shall be reimbursed in accordance with the Servicing Transfer Instructions.

 

Subsection 11.02   Directions by Purchaser During Interim Servicing Period.

 

During the Interim Servicing Period, in the event that any payment due under any Mortgage Loan 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 Seller shall so notify the Purchaser and shall take such action as it is directed by the Purchaser.

 

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Subsection 11.03   Collection of Mortgage Loan Payments.

 

Continuously from the date hereof until the earlier of (i) the date on which principal and interest on all Mortgage Loans are paid in full and (ii) the Servicing Transfer Date, the Seller will proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due and payable. Further, the Seller will in accordance with Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage, will become due and payable 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.

 

Mortgage Loan payments received by the Seller will be deposited within one Business Day of receipt into a clearing account that is an Eligible Account. The Mortgage Loan payments may be commingled with payments of other mortgagors and investors for up to two Business Days prior to the Seller depositing the Mortgage Loan payments in the Custodial Account. Such clearing account shall not be used for operational or corporate purposes of the Seller.

 

Subsection 11.04 Establishment of Custodial Account; Deposits in Custodial Account.

 

The provisions that follow in this Section 11.04 shall be applicable only if the actual Servicing Transfer Date occurs more than two calendar months after the related Closing Date. If the following provisions are not applicable, the “Custodial Account” as used elsewhere in this Agreement shall mean the deposit or other account that the Seller maintains for purposes of collecting mortgage loan payments on behalf of third parties.

 

The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled “Seller, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” Such Custodial Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of the Seller) which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.

 

The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the related Cut-off Date):

 

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(a)          all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

 

(b)          all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance Rate;

 

(c)          all Liquidation Proceeds;

 

(d)          all proceeds received by the Seller under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy or other insurance policy 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 Customary Servicing Procedures;

 

(e)          all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures;

 

(f)          any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15 and 11.19;

 

(g)          any amount required to be deposited by the Seller in connection with any REO Property pursuant to Subsection 11.13;

 

(h)          all amounts required to be deposited by the Seller in connection with shortfalls in principal amount of Substitute Mortgage Loans pursuant to Subsection 7.03; and

 

(i)          with respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Seller out of its own funds) equal to the Prepayment Interest Shortfall; provided, however, that the Seller’s aggregate obligations under this paragraph for any month shall be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Seller during such month.

 

The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Seller in the Custodial Account.

 

The funds in the Custodial Account shall remain uninvested.

 

Subsection 11.05 Withdrawals From the Custodial Account.

 

The Seller shall, from time to time during the Interim Servicing Period, withdraw funds from the Custodial Account for the following purposes:

 

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(a)          to make payments to the Purchaser in the amounts and in the manner provided for in Subsection 11.15;

 

(b)          [reserved];

 

(c)          to reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances, the Seller’s right to reimburse itself pursuant to this subclause (c) 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 Seller from the related Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Seller’s right thereto shall be prior to the rights of the Purchaser unless the Seller is required to repurchase a Mortgage Loan pursuant to Subsection 7.03, or the Seller is required to pay the Prepayment Interest Shortfall pursuant to Subsection 11.15, in which case the Seller’s right to such reimbursement shall be subsequent to the payment to the Purchaser of the related Repurchase Price pursuant to Subsection 7.03, and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

 

(d)          to reimburse itself for unreimbursed Servicing Advances, to the extent that such amounts are nonrecoverable (as certified by the Seller to the Purchaser in an Officer’s Certificate) by the Seller pursuant to subclause (c) above, provided that the Mortgage Loan for which such advances were made is not required to be repurchased by the Seller pursuant to Subsection 7.03;

 

(e)          to reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;

 

(f)          [reserved];

 

(g)          to pay to itself any interest earned on funds deposited in the Custodial Account;

 

(h)          to withdraw any amounts inadvertently deposited in the Custodial Account; and

 

(i)          to clear and terminate the Custodial Account upon the termination of this Agreement.

 

Upon request, the Seller will provide the Purchaser with copies of reasonably acceptable invoices or other documentation relating to Servicing Advances that have been reimbursed from the Custodial Account.

 

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Subsection 11.06 Establishment of Escrow Account; Deposits in Escrow Account.

 

The provisions that follow in this Section 11.06 shall be applicable only if the actual Servicing Transfer Date occurs more than two calendar months after the related Closing Date. If the following provisions are not applicable, the “Escrow Account” as used elsewhere in this Agreement shall mean the deposit or other account that the Seller maintains for purposes of collecting escrow payments for mortgage loans serviced on behalf of third parties.

 

The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively, the “Escrow Account”), titled “Seller, in trust for Redwood Residential Acquisition Corporation as Purchaser of Mortgage Loans and various Mortgagors.” The Escrow Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be a depository affiliate of Seller), which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution for escrow accounts. The Escrow Account shall initially be established and maintained at an institution reasonably acceptable to the Seller and the Purchaser, and shall not be transferred to any other depository institution without the Purchaser’s approval, which shall not unreasonably be withheld. In any case, the Escrow Account shall be insured by the FDIC in a manner which shall provide maximum available insurance thereunder and which may be drawn on by the Seller.

 

The Seller shall deposit in the Escrow Account on a daily basis, and retain therein: (a) 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 and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Seller shall make withdrawals therefrom only in accordance with Subsection 11.07 hereof. As part of its interim servicing duties, the Seller shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law.

 

Subsection 11.07 Withdrawals From Escrow Account.

 

Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

 

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Subsection 11.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder.

 

With respect to each Mortgage Loan, the Seller shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Seller in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Seller shall determine that any such payments are made by the Mortgagor. The Seller assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b). No costs incurred by the Seller or subservicers in effecting the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums shall, for the purpose of calculating remittances to the Purchaser, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

 

Subsection 11.09 Transfer of Accounts.

 

The Seller may, with Purchaser's approval which shall not be unreasonably withheld, transfer the Custodial Account or the Escrow Account to an Eligible Account at a different depository institution.

 

Subsection 11.10 Maintenance of Hazard Insurance.

 

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The Seller shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, in an amount which is at least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such flood insurance has been made available) the Seller will cause to be maintained a flood insurance policy meeting the requirements of the National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the minimum amount required under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance available under the National Flood Insurance Program. The Seller shall also maintain on REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood insurance in an amount required above. Any amounts collected by the Seller under any such policies (other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05. It is understood and agreed that no earthquake or other additional insurance need be required by the Seller of any Mortgagor or maintained on REO Property other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to the Seller, and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage to the Seller. The Seller shall not interfere with the Mortgagor’s freedom of choice in selecting either its insurance carrier or agent; provided, however, that unless otherwise required by the terms of the related Mortgage Note or applicable law, the Seller shall not accept any such insurance policies from insurance companies unless such companies are acceptable to Fannie Mae or Freddie Mac and FHA or VA, as applicable, and are licensed to do business in the state wherein the property subject to the policy is located.

 

The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements and FHA or VA requirements, as applicable, unless otherwise required by the terms of the related Mortgage Note or applicable law.

 

Subsection 11.11 Maintenance of Primary Mortgage Insurance Policy; Claims.

 

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With respect to each Mortgage Loan with a LTV in excess of 80%, the Seller shall promptly, without any cost to the Purchaser, maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy issued by a Qualified Insurer insuring the portion over 78% (or such other percentage in conformance with then current Fannie Mae requirements) until terminated pursuant to the Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other applicable federal, state or local law or regulation. In the event that such Primary Mortgage Insurance Policy shall be terminated other than as required by law, the Seller shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Mortgage Insurance Policy. If the insurer shall cease to be a Qualified Insurer, the Seller shall obtain from another Qualified Insurer a replacement Primary Mortgage Insurance Policy. The Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Servicer would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Subsection 11.18, the Seller shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Seller shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

 

In connection with its activities as interim servicer, the Seller agrees to prepare and present or to assist the Purchaser in preparing and presenting, on behalf of itself and the Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Subsection 11.04, any amounts collected by the Seller under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05.

 

Subsection 11.12 Fidelity Bond; Errors and Omissions Insurance.

 

The Seller shall maintain, 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. These policies must insure the Seller against losses resulting from fraud, theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Seller’s personnel, any employees of outside firms that provide data processing services for the Seller, and temporary contract employees or student interns. The Fidelity Bond shall also protect and insure the Seller 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 Subsection 11.12 requiring such Fidelity Bond and errors and omissions insurance shall diminish or relieve the Seller from its duties and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by FHA or VA, Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Guide, as amended or restated from time to time, as applicable, or in an amount as may be permitted to the Seller by express waiver of FHA or VA and Fannie Mae or Freddie Mac, as applicable. Upon request of the Purchaser, the Seller shall cause to be delivered to the Purchaser a certified true copy of such Fidelity Bond or a certificate evidencing the same with a statement that the Seller shall endeavor to provide written notice to the Purchaser thirty (30) days prior to modification or any material change.

 

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Subsection 11.13 Title, Management and Disposition of REO Property.

 

Subject to Subsection 11.02, in the event that title to a 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 Purchaser or its nominee.

 

The Seller shall cause to be deposited on a daily basis in the Custodial Account all revenues received with respect to the conservation of the related REO Property. The Seller shall make distributions as required 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 below and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).

 

The disposition of REO Property shall be carried out by the Seller, subject to Subsection 11.01. The Purchaser shall pay the Seller a fee of 1.5% of the sales price for such REO Property for services associated with managing the REO Property through its disposition. Upon the request of the Purchaser, and at the Purchaser’s expense, the Seller shall cause an appraisal of the REO Property to be performed for the Purchaser.

 

The Seller shall either itself or through an agent selected by the Seller, 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. Any disbursement in excess of $15,000 shall be made only with the prior written approval of the Purchaser. The Seller shall deduct the costs of managing, conserving, protecting and operating the REO Property from the proceeds of the sale of the REO Property (providing documentary evidence of such costs).

 

The Seller shall not accept any sale offer for an REO Property that is more than 10% below the Reconciled Market Value of the REO Property without the prior written consent of the Purchaser.

 

Subsection 11.14 Servicing Compensation.

 

As compensation for its interim servicing activities hereunder and subject to Subsection 11.15, the Seller shall be entitled to retain the Servicing Fee from interest payments actually collected on the Mortgage Loans. Additional servicing compensation in the form of assumption fees, late payment charges, fees related to the disposition of REO Property and other ancillary income shall be retained by the Seller to the extent not required to be deposited in the Custodial Account. The Seller shall be required to pay all expenses incurred by it in connection with its interim servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for herein. The Servicing Fee shall not be reduced by the amount of any guarantee fee payable to FHA or VA.

 

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Subsection 11.15 Distributions.

 

On each Remittance Date the Seller shall remit by wire transfer of immediately available funds to the account designated in writing by the Purchaser of record on the preceding Record Date all amounts credited to the Custodial Account as of such date, net of charges against or withdrawals from the Custodial Account pursuant to Subsection 11.05(c) through (h).

 

Not later than each Remittance Date, the Seller shall from its own funds deposit in the Custodial Account an amount equal to the aggregate Prepayment Interest Shortfall due to either Partial Prepayment or Full Prepayment, if any, existing in respect of the related Principal Prepayment Period.

 

With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Seller shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time to time in The Wall Street Journal, or its successor, as the prime rate, adjusted as of the date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by the Seller to the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which such payment is made, both inclusive. The payment by the Seller of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Seller.

 

Subsection 11.16 Statements to the Purchaser.

 

Not later than five (5) days prior to each related Remittance Date, the Seller shall forward to the Purchaser a statement in the form specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Seller by the Purchaser. Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months Delinquent. The Seller shall submit to the Purchaser monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported. The Seller shall also provide such information as set forth above to the Purchaser in electronic form in the Seller’s standard format, a copy of which has been provided by the Seller.

 

In addition, the Seller shall submit to the Purchaser monthly loan-by-loan default information including, without limitation, notes made and retained by the Seller in connection with servicing the defaulted loan, the reasons for the default, updated values of the Mortgaged Property, updated Credit Scores on the Mortgagor and information regarding Servicing Advances made.

 

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The Seller shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental taxing authority, the Mortgagor or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Seller shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns as the Purchaser may reasonably request from time to time.

 

Subsection 11.17 [Reserved].

 

Subsection 11.18 Assumption Agreements.

 

The Seller will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided that, subject to the Purchaser’s prior approval, the Seller shall permit such assumption if so required in accordance with the terms of the Mortgage or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor prior to payment in full of the Mortgage Loan, the Seller will, 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, the Seller will not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. In connection with any such assumption, the outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Gross Margin (if applicable), the Initial Rate Cap (if applicable) or the Periodic Rate Cap (if applicable) of the related Mortgage Note shall not be changed, and the term of the Mortgage Loan will not be increased or decreased. If an assumption is allowed pursuant to this Subsection 11.18, the Seller with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into 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.

 

Subsection 11.19 Satisfaction of Mortgages and Release of Mortgage Files.

 

Upon the payment in full of any Mortgage Loan, or the receipt by the Seller of a notification that payment in full will be escrowed in a manner customary for such purposes, the Seller will obtain the portion of the Mortgage File that is in the possession of the Purchaser or its designee, prepare and process any required satisfaction or release of the Mortgage and notify the Purchaser in accordance with the provisions of this Agreement. The Purchaser agrees to deliver to the Seller (or cause to be delivered to the Seller) the original Mortgage Note for any Mortgage Loan not later than five (5) Business Days following its receipt of a notice from the Seller that such a payment in full has been received or that a notification has been received that such a payment in full shall be made. Such Mortgage Note shall be held by the Seller, in trust, for the purpose of canceling such Mortgage Note and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent provided under any applicable federal or state law.

 

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In the event the Seller grants a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage, the Seller shall remit to the Purchaser the Stated Principal Balance of the related Mortgage Loan by deposit thereof in the Custodial Account. The Fidelity Bond shall insure the Seller against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

 

Subsection 11.20 Seller Shall Provide Access and Information as Reasonably Required.

 

The Seller shall provide to the Purchaser, and for any Purchaser insured by FDIC or NAIC, the supervisory agents and examiners of FDIC and OCC or NAIC, access to any documentation regarding the Mortgage Loans which may be required by applicable regulations. Such access shall be afforded without charge, but only upon reasonable request, during normal business hours and at the offices of the Seller.

 

In addition, the Seller shall furnish upon request by the Purchaser, during the term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable and appropriate with respect to the purposes of this Agreement and applicable regulations. All such reports or information shall be provided by and in accordance with all reasonable instructions and directions the Purchaser may require. The Seller agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.

 

Subsection 11.21 Inspections.

 

The Seller shall inspect the Mortgaged Property as often as deemed necessary by the Seller to assure itself that the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than forty-five (45) days delinquent, the Seller shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Customary Servicing Procedures or as may be required by the primary mortgage guaranty insurer. The Seller shall keep a written report of each such inspection and shall provide a copy of such inspection to the Purchaser upon the request of the Purchaser.

 

Subsection 11.22 Restoration of Mortgaged Property.

 

The Seller 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 Customary Servicing Procedures. For claims greater than $15,000, at a minimum, the Seller shall, to the extent permitted by the terms of the related Mortgage Note and applicable law, comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:

 

(a)          the Seller shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with respect thereto;

 

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(b)          the Seller shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring waivers with respect to mechanics’ and materialmen’s liens;

 

(c)          the Seller shall verify that the Mortgage Loan is not in default; and

 

(d)          pending repairs or restoration, the Seller shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

 

If the Purchaser is named as an additional loss payee, the Seller is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Purchaser.

 

Subsection 11.23 Fair Credit Reporting Act.

 

The Seller, in its capacity as interim servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.

 

Subsection 11.24 Transfer of Servicing to Purchaser.

 

The Seller shall cause all Servicing Rights and obligations with respect to the Mortgage Loans to be transferred to the Purchaser (or such person as the Purchaser may designate) on the Servicing Transfer Date. The Seller hereby agrees to comply with the Servicing Transfer Instructions attached hereto as Exhibit 4.

 

Subsection 11.25 Payments Received.

 

The Seller shall apply all payments received in respect of the Mortgage Loans during the Interim Servicing Period and after the Transfer Date in accordance with the Servicing Transfer Instructions.

 

SECTION 12. The Seller.

 

Subsection 12.01 Indemnification; Third Party Claims.

 

(a)          The Seller agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to or resulting from (i) any claim, demand, defense or assertion based on or grounded upon or resulting from, or alleging a breach of a representation or warranty set forth in Sections 7.01 or 7.02 of this Agreement, and without regard to any knowledge qualifier included in any such representation or warranty, (ii) a breach by the Seller of any of its duties or obligations under this Agreement or (iii) any material misstatements or omissions contained in any information provided by the Seller pursuant to Section 32 or any failure by the Seller to comply with Section 32. This indemnification obligation shall survive the termination of this Agreement or the termination of any party to this Agreement.

 

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(b)          The Seller shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and the Seller shall assume (with the written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If the Seller has assumed the defense of the Purchaser, the Seller shall provide the Purchaser with a written report of all expenses and advances incurred by the Seller pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to or results from anything listed in clauses (i), (ii) or (iii) of Subsection 12.01(a) or any other breach by the Seller of this Agreement.

 

Subsection 12.02 Merger or Consolidation of the Seller.

 

The Seller will keep in full effect its existence, rights and franchises as a Delaware corporation, and will obtain and preserve its qualification to do business 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 Seller may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to substantially all of the business of the Seller shall be the successor of the Seller 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.

 

Subsection 12.03 Limitation on Liability of the Seller and Others.

 

The duties and obligations of the Seller in its capacity as the interim servicer of the Mortgage Loans shall be determined solely by the express provisions of this Agreement, the Seller as interim servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Seller as interim servicer. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller as interim servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Seller as interim servicer herein; and, provided further, that this provision shall not protect the Seller as interim servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder. The Seller and any director, officer, employee or agent of the Seller may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Seller shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Seller’s duty to service the Mortgage Loans in accordance with this Agreement.

 

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SECTION 13.   Default.

 

Subsection 13.01 Events of Default.

 

In case one or more of the following Events of Default by the Seller shall occur and be continuing:

 

(a)          any failure by the Seller to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days;

 

(b)          failure by the Seller to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Seller as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Purchaser;

 

(c)          a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;

 

(d)          the Seller shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to all or substantially all of the Seller’s property;

 

(e)          the Seller shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;

 

(f)          the Seller shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Seller’s obligations under this Agreement;

 

(g)          the Seller shall fail to meet the servicer eligibility qualifications of Fannie Mae or the Seller shall fail to meet the servicer eligibility qualifications of Freddie Mac; or

 

(h)          the Seller shall fail to repurchase a Mortgage Loan within 30 days of the final decision of an Arbitrator that the Seller is obligated to repurchase such Mortgage Loan;

 

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then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Seller under this Agreement and with respect to the Mortgage Loans and the proceeds thereof. Upon receipt by the Seller of such written notice from the Purchaser stating that it intends to terminate the Seller as a result of such Event of Default, all authority and power of the Seller under this Agreement, including any compensation due the Seller under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02. Upon written request from the Purchaser, the Seller shall prepare, execute and deliver to a successor 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 to the successor at the Seller’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans and, if prior to the Servicing Transfer Date, the payment of all costs relating to the transfer of servicing.

 

Subsection 13.02 Waiver of Default.

 

The Purchaser may waive any default by the Seller 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 thereto except to the extent expressly so waived.

 

SECTION 14.  Termination.

 

Subsection 14.01 Termination.

 

If the Servicing Transfer Date has not occurred, the obligations and responsibilities of the Seller, as interim servicer of the Mortgage Loans, shall terminate upon (a) the distribution to the Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Seller) or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder. Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Purchaser’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

 

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Subsection 14.02 Successors to the Seller as Interim Servicer.

 

Prior to the termination of the Seller’s responsibilities and duties under this Agreement pursuant to Subsections 13.01, 14.01 or 14.03, the Purchaser shall (a) succeed to and assume all of the Seller’s responsibilities, rights, duties and obligations under this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Seller under this Agreement upon such termination. 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 Seller’s duties, responsibilities and liabilities under this Agreement shall be terminated pursuant to the aforementioned Subsections, the Seller 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 Seller pursuant to the aforementioned Subsections shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event relieve the Seller of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available to the Purchaser under Subsection 7.03, it being understood and agreed that the provisions of such Subsections 7.01 and 7.02 shall be applicable to the Seller notwithstanding any such resignation or termination of the Seller, or the termination of this Agreement.

 

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Seller as interim servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Seller or this Agreement pursuant to Subsections 13.01, 14.01 or 14.03 shall not affect any claims that the Purchaser may have against the Seller based upon facts and circumstances arising prior to any such termination or resignation.

 

The Seller shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Seller 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 Seller as servicer of the Mortgage Loans.

 

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Upon a successor’s acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment.

 

Subsection 14.03 Termination of Interim Servicing by Purchaser.

 

The Seller shall not be entitled to any compensation related to any termination of its servicing rights and obligations under this Agreement. The Purchaser may terminate this Agreement without cause and transfer interim servicing to a successor interim servicer at any time. Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver, any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, and including the delivery to or at the direction of the Purchaser, all contents of the Mortgage Files in the possession of the Seller, at the Purchaser’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as interim servicer, 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 Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

 

SECTION 15. Notices.

 

All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:

 

(a)if to the Purchaser:

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, CA 94941

Attention: Loss Mitigation

Phone: (415) 380-3445

Facsimile: (415) 381-1773

 

with a copy to the General Counsel at the same address

 

(b)if to the Seller:

 

WJ Bradley Mortgage Capital LLC

6465 Greenwood Plaza Blvd Suite 500

Centennial, CO 80111

Attn: Karin Good

Phone: 720-250-9836

 

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or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

 

SECTION 16.  Severability Clause.

 

Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

 

SECTION 17.  No Partnership.

 

Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Seller shall be rendered as an independent contractor and not as agent for the Purchaser.

 

SECTION 18.  Counterparts.

 

This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

SECTION 19.  Governing Law; Choice of Forum; Waiver of Jury Trial.

 

EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE 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 THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER JURISDICTION.

 

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EACH PARTY HERETO KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF IN ANY WAY RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Except as to those matters which this Agreement provides shall be submitted to Arbitration, with respect to any claim or action arising hereunder, the parties (a) irrevocably submit to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, New York, and appellate courts from any thereof, and (b) irrevocably waive any objection which such party may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and irrevocably waive any claim that any such suit action or proceeding brought in any such court has been brought in an inconvenient forum.

 

SECTION 20.  Intention of the Parties.

 

It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.

 

It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

 

SECTION 21.  Waivers.

 

No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

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SECTION 22.  Exhibits.

 

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

 

SECTION 23.  General Interpretive Principles.

 

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

 

(a)          the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

 

(b)          accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

 

(c)          references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

 

(d)          the headings of the various articles, sections, subsections and paragraphs of this Agreement and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof;

 

(e)          reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

 

(f)          the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

 

(g)          the term “include” or “including” shall mean without limitation by reason of enumeration.

 

SECTION 24.  Reproduction of Documents.

 

This Agreement and all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

 

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SECTION 25.  Amendment.

 

This Agreement may be amended from time to time by the Purchaser and the Seller by written agreement signed by the parties hereto.

 

SECTION 26.  Confidentiality.

 

The Purchaser and the Seller 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 which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) 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) that is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a Securitization Transaction 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.

 

SECTION 27.  Entire Agreement.

 

This Agreement constitutes the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written agreements between them shall be deemed to have merged herewith.

 

SECTION 28.  Further Agreements.

 

The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

 

SECTION 29.  Successors and Assigns.

 

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This Agreement shall bind and inure to the benefit of and be enforceable by the initial Purchaser and the Seller, and the respective successors and assigns of the Purchaser and the Seller. The initial Purchaser and any subsequent purchasers may assign this Agreement to any Person to whom any Mortgage Loan is transferred pursuant to a sale or financing without the consent of the Seller. Upon any such assignment, the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Mortgage Loans, shall be deemed to be a separate and distinct agreement between the Seller and such purchaser, and a separate and distinct agreement between the Seller and each other purchaser to the extent of the other related Mortgage Loan or Mortgage Loans. The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser.

 

SECTION 30.  Non-Solicitation.

 

From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits.

 

Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges.

 

Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.

 

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SECTION 31. Protection of Consumer Information.

 

Each party agrees that it (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information, (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Seller, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access and (v) shall immediately notify the Seller of any actual or suspected breach of the confidentiality of Consumer Information.

 

SECTION 32. Cooperation of the Seller with a Reconstitution; Regulation AB Compliance.

 

(a)          The Seller acknowledges and the Purchaser agrees that with respect to some or all of the Mortgage Loans, the Purchaser may effect either:

 

(1)         one or more Whole Loan Transfers; and

 

(2)         one or more Securitization Transactions.

 

(b)          The Seller shall cooperate with the Purchaser and any prospective purchaser in connection with any Whole Loan Transfer contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Whole Loan Transfer to the Seller at least fifteen (15) days prior to such transfer and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer may review the Seller’s servicing and origination operations, upon reasonable prior notice to the Seller, and the Seller shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any applicable laws, the Seller shall make the Mortgage Files related to the Mortgage Loans held by the Seller during the Interim Servicing Period available at the Seller’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable prior notice to the Seller (in no event fewer than five (5) Business Days’ prior notice). The Seller may, in its sole discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities on the Seller’s premises. The Purchaser hereby agrees to reimburse the Seller for reasonable “out-of-pocket” expenses incurred by the Seller that relate to such Whole Loan Transfer, including without limitation reimbursement for the amount which reasonably reflects time and effort expended by the Seller in connection therewith.

 

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(c)          In order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Seller and the Purchaser agree to comply with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.

 

(d)          The Seller shall cooperate with the Purchaser in connection with any Securitization Transaction contemplated by the Purchaser pursuant to this Section. In connection therewith, the Purchaser shall deliver any Reconstitution Agreement or other document related to the Securitization Transaction to the Seller at least fifteen (15) days prior to the closing of such Securitization Transaction and the Seller shall execute any Reconstitution Agreement that restates the representations and warranties contained in Subsection 7.01 as of the related Closing Date and Subsection 7.02 herein as of the Reconstitution Date. The Reconstitution Agreement shall include such other terms as may be reasonably necessary to effect the Securitization Transaction. In connection with any Securitization Transaction, the Seller shall not, and shall cause its affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization Transaction.

 

(e)          In connection with each Securitization Transaction, the Seller shall deliver to the Purchaser and to any Person designated by the Purchaser, (i) such statements and audit letters of certified public accountants pertaining to information provided by the Seller as are customarily delivered by originators such as the Seller in connection with securitization transactions and (ii) opinions of counsel as are customarily delivered by originators and reasonably determined by the Purchaser to be necessary in connection any Securitization Transaction.

 

(f)          Prior to the Servicing Transfer Date, all Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. It is understood and agreed by the Purchaser and the Seller that the right to effectuate such Whole Loan Transfer or Securitization Transaction as contemplated by this Section 32 is limited to the Purchaser.

 

[SIGNATURES ON FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
  as Purchaser
   
  By: /s/ John Isbrandtsen                        
  Name: John Isbrandtsen
  Title: Authorized Officer
     
  WJ BRADLEY MORTGAGE CAPITAL LLC,
  as Seller  
   
  By: /s/ Roy Browning                             
  Name: Roy Browning
  Title:

CFO

  

[Flow Mortgage Loan Purchase and Sale Agreement, dated July 1, 2012]

 

 
 

 

EXHIBIT 1

 

MORTGAGE LOAN DOCUMENTS

 

With respect to each Mortgage Loan, the Mortgage Loan Documents shall consist of the following:

 

(a)          the original Mortgage Note bearing all intervening endorsements, endorsed in blank and signed in the name of the Seller by an officer thereof;

 

(b)          the original Assignment of Mortgage with assignee’s name left blank;

 

(c)          the original of any guarantee executed in connection with the Mortgage Note;

 

(d)          the original Mortgage with evidence of recording thereon, or if any such mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded mortgage, a photocopy of such mortgage certified by the Seller to be a true and complete copy of the original recorded mortgage;

 

(e)          the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;

 

(f)          the originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such intervening assignment of mortgage 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, a photocopy of such intervening assignment of mortgage, certified by the Seller to be a true and complete copy of the original recorded intervening assignment of mortgage;

 

(g)          the original mortgagee title insurance policy including an Environmental Protection Agency Endorsement and, with respect to any Adjustable Rate Mortgage Loan, an adjustable-rate endorsement;

 

(h)          the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and

 

(i)          a copy of any applicable power of attorney.

 

With respect to each Mortgage Loan that is secured by a first lien on and a perfected security interest in Co-op Shares and the related Proprietary Lease (as such terms are defined below) granting exclusive rights to occupy the related co-op unit in the building owned by the related co-op corporation, in lieu of delivering the documents listed above the Seller shall deliver the following documents to the Purchaser or its designee:

 

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(i)the original Mortgage Note together with any applicable riders, endorsed in blank, with all prior and intervening endorsements as may be necessary to show a complete chain of endorsements;

 

(ii)the original security agreement;

 

(iii)the original lease on a co-op unit evidencing the possessory interest of the owner of the Co-op Shares in such co-op unit (the “Proprietary Lease”) and an original assignment of the Proprietary Lease in blank;

 

(iv)the original recognition agreement;

 

(v)the original stock certificate representing the shares of stock issued by a co-op corporation and allocated to a co-op unit (the “Co-op Shares”) and original stock power in blank;

 

(vi)the original UCC-1 financing statement with evidence of filing; and

 

(vii)the original UCC-3 assignment in blank.

 

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EXHIBIT 2

 

CONTENTS OF EACH MORTGAGE FILE

 

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, unless otherwise disclosed to the Purchaser on the data tape, which shall be delivered to the Purchaser, with a copy retained by the Seller as necessary:

 

(a)          The Mortgage Loan Documents as listed in Exhibit 1.

 

(b)          Residential loan application.

 

(c)          Mortgage Loan closing statement.

 

(d)          Verification of employment and income, including the executed 4506T if required.

 

(e)          Verification of acceptable evidence of source and amount of down payment.

 

(f)          Credit report on Mortgagor, in a form acceptable to either Fannie Mae or Freddie Mac.

 

(g)          Residential appraisal report.

 

(h)          Photograph of the Mortgaged Property.

 

(i)          Survey of the Mortgaged Property, unless a survey is not required by the title insurer.

 

(j)          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, home owner association declarations, etc.

 

(k)          Copies of all required disclosure statements.

 

(l)          If applicable, termite report, structural engineer’s report, water potability and septic certification.

 

(m)          Sales contract, if applicable.

 

(n)          The Primary Mortgage Insurance policy or certificate of insurance or electronic notation of the existence of such policy, where required pursuant to the Agreement.

 

(o)          Evidence of electronic notation of the hazard insurance policy, and, if required by law, evidence of the flood insurance policy.

 

(p)          Any documentation provided by the Mortgagor or obtained by the Seller in connection with the granting of any underwriting exception.

 

(q)          All other documentation involved in the underwriting or origination of the related Mortgage Loan.

 

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EXHIBIT 3

 

FORM OF Purchase Price and Terms Letter

 

CLOSING DATE: _________________

 

This Purchase Price and Terms Letter (this “PPTL”), dated as of _______ (the “Closing Date”), provides for the sale by WJ Bradley Mortgage Capital LLC (the “Seller”) to Redwood Residential Acquisition Corporation (the “Purchaser”), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans described on the Mortgage Loan Schedule attached as Schedule I hereto (the “Mortgage Loans”), on a servicing released basis, pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the “Flow Purchase and Sale Agreement”), dated as of July 1, 2012, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller does hereby, sell, convey, assign and transfer to Purchaser without recourse, except as provided in the Flow Purchase and Sale Agreement, and on a servicing released basis, all right, title and interest of the Seller in and to each of the Mortgage Loans, including all payments of principal and interest received on the Mortgage Loans after the Cut-off Date, all other unscheduled collections collected in respect of the Mortgage Loans after the Cut-off Date, all proceeds of the foregoing and all documents maintained as part of the related Mortgage Files, subject, however, to the rights of the Seller under the Flow Purchase and Sale Agreement.

 

The Seller has delivered to the Purchaser or its designee prior to the date hereof the documents with respect to each Mortgage Loan required to be delivered under the Flow Purchase and Sale Agreement.

 

For purposes of the Mortgage Loans sold pursuant to this PPTL, certain terms shall be as set forth below:

 

[Servicer: ________________________]
Stated Principal Balance: $_______________________
Closing Date:   _______________________
Servicing Transfer Date:   _______________________
Cut-off Date:   _______________________
Purchase Price Percentage:   ________%

 

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In WITNESS WHEREOF, the parties hereto, by the hands of their duly authorized officers, execute this PPTL as of the Closing Date referred to above.

  

REDWOOD RESIDENTIAL
ACQUISITION CORPORATION

as Purchaser
 

WJ BRADLEY MORTGAGE CAPITAL LLC

as Seller

 
     
By:     By:    
       
Name:     Name:    
       
Its:     Its:    
       

 

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EXHIBIT 4

 

SERVICING TRANSFER INSTRUCTIONS

 

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EXHIBIT 5

 

FORM OF ASSIGNMENT OF REPRESENTATIONS
AND WARRANTIES AGREEMENT

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the [     ] day of [month], [year], among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), [TRUSTEE NAME], a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of [date] (the “Pooling and Servicing Agreement”), and [SELLER NAME], a [            ] (“Seller”).

 

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1 annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of [date], between Assignor and Seller (the “Purchase Agreement”) as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

 

Assignment

 

1.            Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by Seller pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

 

2.            Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by Seller pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, Depositor is released from all obligations under the Purchase Agreement, and Assignee hereby accepts such assignment from Depositor.

 

3.            Seller hereby acknowledges the foregoing assignments.

 

Representations and Warranties

 

4.            Assignor warrants and represents to, and covenants with, Depositor, Assignee and Seller as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

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(b)          Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of the representations and warranties to Assignee as contemplated herein, Assignee shall have good title to such representations and warranties under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

 

(c)          There are no offsets, counterclaims or other defenses available to Seller with respect to the Purchase Agreement;

 

(d)          Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

 

(e)          Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(f)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

5.            Depositor warrants and represents to, and covenants with, Assignor, Assignee and Seller that as of the date hereof:

 

(a)          Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

 

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(b)          Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(c)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

 

6.            Assignee warrants and represents to, and covenants with, Assignor, Depositor and Seller that as of the date hereof:

 

(a)          Assignee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

 

(b)          Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

 

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7.            Seller warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

 

(a)          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

 

(b)          Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

 

(c)          Seller has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Seller’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Seller’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Seller is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject. The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Seller. This Agreement has been duly executed and delivered by Seller and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

 

(d)          No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Seller in connection with the execution, delivery or performance by Seller of this Agreement, or the consummation by it of the transactions contemplated hereby.

 

Restated Seller Representations and Warranties

 

8.            Pursuant to Section 32(d) of the Purchase Agreement, Seller hereby restates to Depositor and Assignee (a) the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement as of the related Closing Date and (b) the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement as of the date hereof, as if such representations and warranties were set forth herein in full.

 

           In the event of a breach of any representations and warranties referred to in clauses (a) or (b) above as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel Seller to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

 

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Recognition of Assignee

 

9.             From and after the date hereof, subject to Section 10 below, Seller shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time, as if Assignee and Seller had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement.

 

 

Enforcement of Rights

 

10.           (a)          Controlling Holder Rights. Seller agrees and acknowledges that [Sequoia Mortgage Funding Corporation], an Affiliate of the Depositor, in its capacity as the initial Controlling Holder pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee's rights as Purchaser under the following section of the Purchase Agreement:

 

Purchase Agreement:

 

Section or Subsection Matter
   
7.03, other than 7.03(c)

Repurchase and Substitution 

  

(b)          If there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.

 

Amendments to Purchase Agreement

 

11.         The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

  

(a)          Definitions.

 

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(i)          The definitions of “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

 

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Illinois, Maryland, Minnesota, Missouri or New York, (iii) a day on which banks in the states of California, Illinois, Maryland, Minnesota, Missouri or New York, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.         

 

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held for future distribution in connection with such Mortgage Loan.

 

(b)          The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

 

Miscellaneous

 

12.         All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

 

(a)In the case of Seller,

 

[                ]

 

(b)In the case of Assignee,

 

[U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3D

St. Paul, Minnesota, 55107

Attention: Structured Finance – Sequoia Mortgage Loan Trust [    ]

 

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(c)In the case of Depositor,

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(d)In the case of Assignor,

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski

 

with a copy to

 

General Counsel at the same address

 

(e)In the case of Master Servicer,

 

[Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045)

Telephone number: (410) 884-2000

Facsimile number: (410) 715-2380

Electronic mail address: g=cts-spg-team-a-5@wellsfargo.com

Attention: Client Manager — Sequoia Mortgage Trust ]

 

(f)In the case of the initial Controlling Holder,

 

[Sequoia Mortgage Funding Corporation

One Belvedere Place, Suite 360

Mill Valley, California 94941

Attention: William Moliski]

 

with a copy to

 

General Counsel at the same address

 

13.         This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

 

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14.         No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

 

15.         This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or Seller may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or Seller, respectively, hereunder.

 

16.         This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by Seller pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

 

17.         This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

 

18.         The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. Seller hereby consents to such exercise and enforcement.

 

19.         It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by [U.S. Bank National Association (“U.S. Bank”)] not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Trust is made and intended not as a personal undertaking or agreement of or by U.S. Bank but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of U.S. Bank, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall U.S. Bank in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

 

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20.         Master Servicer. Seller hereby acknowledges that the Assignee has appointed [Wells Fargo Bank, N.A.] to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of Seller hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

 

Seller shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

 

Wells Fargo Bank, N.A.

San Francisco, California

ABA# 121-000-248

Account #[                   ]

Account Name: SAS Clearing

FFC: Account #[                ], Sequoia Mortgage Trust [                ]
Distribution Account

 

21.         Seller acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, Seller shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

 

22.         Rule 17g-5 Compliance. Seller hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com, with a subject reference of “SEMT 2012-1” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify Seller in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. Seller shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between Seller, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to Seller or (ii) such Rating Agency’s or NRSRO’s evaluation of Seller’s operations in general; provided, however, that Seller shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

  

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

  REDWOOD RESIDENTIAL ACQUISITION CORPORATION
  Assignor
     
  By:    
  Name:    
  Title:    
     
  SEQUOIA RESIDENTIAL FUNDING, INC.
  Depositor
     
  By:    
  Name:    
  Title:    
     
  [                           ], not in its individual capacity but solely as Trustee,
  Assignee
     
  By:    
  Name:    
  Title:    
     
  [SELLER]  
     
  By:    
  Name:    
  Title:    

 

Accepted and agreed to by:

 

[WELLS FARGO BANK, N.A.]

Master Servicer

 

By:  
Name:  
Title:  

 

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ATTACHMENT 1

 

MORTGAGE LOAN SCHEDULE

 

 
 

 

ATTACHMENT 2

 

PURCHASE AGREEMENT

 

 
 

 

ADDENDUM I

 

REGULATION AB COMPLIANCE ADDENDUM

 

TO FLOW PURCHASE AND SALE AGREEMENT

 

SECTION 1. DEFINED TERMS

 

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:

 

Commission: The United States Securities and Exchange Commission.

 

Company: [                      ]

 

Company Information: As defined in Section 2.04(a).

 

Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

 

Exchange Act: The Securities Exchange Act of 1934, as amended.

 

Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.

 

Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that this term shall not include the Purchaser or an affiliate of the Purchaser and provided further that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

 

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Reconstitution Agreement: The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans, in connection with a Whole Loan Transfer or Securitization Transaction.

 

Regulation AB: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,505, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

 

Securities Act: The Securities Act of 1933, as amended.

 

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the Purchaser to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

 

Servicer: As defined in Section 2.03(c).

 

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB for which the Company is responsible in its capacity as Servicer as identified on Exhibit B hereto, provided that such Exhibit B may be amended from time to time to reflect changes in Regulation AB.

 

Sponsor: With respect to any Securitization Transaction, the Person identified in writing to the Company by the Purchaser as sponsor for such Securitization Transaction.

 

Static Pool Information: Static pool information as described in Item 1l05(a)(l)-(3) and 1105(c) of Regulation AB.

 

Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Company, provided that this term shall not include originators of Mortgage Loans acquired by the Company from the Purchaser or an affiliate of the Purchaser.

 

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Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.

 

SECTION 2. COMPLIANCE WITH REGULATION AB

 

Subsection 2.01 Intent of the Parties; Reasonableness.

 

The Purchaser and the Company acknowledge and agree that the purpose of this Regulation AB Addendum is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings. The Purchaser and the Company also acknowledge and agree that amendments to Regulation AB may become effective during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments.

 

Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Third-Party Originator and the Mortgage Loans reasonably believed by the Purchaser, the Master Servicer or any Depositor to be necessary in order to effect such compliance.

 

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For purposes of this Regulation AB Addendum, the term “Purchaser” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and assigns. In addition, any notice or request that must be “in writing” or “written” may be made by electronic mail.

 

Subsection 2.02 Additional Representations and Warranties of the Company.

 

(a)          The Company shall be deemed to represent to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company or any Third-Party Originator; and (ii) there are no affiliations, relationships or transactions relating to the Company or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified in writing to the Company by the related Depositor of a type described in Item 1119 of Regulation AB.

 

(b)          If so requested in writing by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2.03, the Company shall use its best efforts to confirm in writing within five (5) Business Days, but in no event later than ten (10) Business Days, following such request the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide within five (5) Business Days, but in no event later than ten (10) Business Days, reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

 

Subsection 2.03 Information to Be Provided by the Company.

 

In connection with any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later than ten (10) Business Days, following written request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a) and (b) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (c) of this Section.

 

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(a)          If so requested in writing by the Purchaser or any Depositor, the Company shall provide such information regarding (i) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(l), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:

 

(A)         the originator’s form of organization;

 

(B)         a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;

 

(C)         a description of any legal or governmental proceedings pending (or known to be contemplated) against the Company and each Third-Party Originator that would be material to securityholders; and

 

(D)         a description of any affiliation or relationship between the Company, each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

 

(1)the sponsor;
(2)the depositor;
(3)the issuing entity;
(4)any servicer;
(5)any trustee;
(6)any originator;
(7)any significant obligor;
(8)any enhancement or support provider; and
(9)any other material transaction party.

 

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(b)          If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information solely with respect to securitized pools of mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) that were included in securitizations that closed during the five (5) years preceding the closing date of the related Securitization Transaction. Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(3) of Regulation AB. To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each prior securitized pool shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in such prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.

 

Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph) during the applicable offering period for the securities, the Company shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Company.

 

If so requested in writing by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Regulation AB Addendum), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to securitizations closed on or after January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.

 

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(c)          For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, for so long as the Depositor is required to file reports under the Exchange Act with respect to a Securitization Transaction, the Company shall (or shall cause each Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings pending against the Company or any Third-Party Originator that would be material to securityholders and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, but only to the extent that such affiliations or relationships do not include the Purchaser, Depositor or any of their respective affiliates as a party, (C) any Event of Default of which it is aware or has received notice under the terms of the Agreement or any Reconstitution Agreement and (D) any merger or consolidation where the Company is not the surviving entity or sale of substantially all of the assets of the Company and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.

 

Subsection 2.04 Indemnification; Remedies.

 

The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

 

(a)          (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or electronic format under this Article II by or on behalf of the Company, or provided under this Article II by or on behalf of any Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;

 

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(b)          any breach by the Company of its obligations under this Article II, including particularly any failure by the Company or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Article II;

 

(c)          any breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as of a date subsequent to such closing date, or

 

(d)          the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Article II.

 

If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.

 

In the case of any failure of performance described in clause (a)(ii) of this Section, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company or any Third-Party Originator.

 

(e)          This indemnification shall survive the termination of the Agreement or the termination of any party to the Agreement.

 

Subsection 2.05 Third-party Beneficiary.

 

For purposes of this Regulation AB Addendum and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of the Agreement, entitled to all the rights and benefits hereof as if it were a direct party to the Agreement.

  

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