exv10w1






Exhibit 10.1




EXECUTION COPY




OMNIBUS ASSET SERVICING AGREEMENT

between




ORIENTAL BANK AND TRUST

as the Owner



and



BAYVIEW LOAN SERVICING, LLC

as the Servicer



Dated as of June 9, 2010







 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I DEFINITIONS	 	1
	 
	 	 	 	 
	1.1
	 	Certain Defined Terms	 	1
	 
	 	 	 	 
	ARTICLE II AGREEMENTS OF THE SERVICER 	 	9
	 
	 	 	 	 
	2.1
	 	General	 	9
	2.2
	 	Collection of Asset Payments	 	10
	2.3
	 	General Servicing Procedures	 	10
	2.4
	 	Other	 	15
	2.5
	 	Accounting, Remittances and Owner Reporting	 	16
	2.6
	 	Delinquency Control	 	17
	2.7
	 	Foreclosure and Other Similar Realization on Collateral	 	17
	2.8
	 	Acquired Collateral	 	19
	2.9
	 	Books and Records	 	21
	2.10
	 	No Delinquency Advances	 	21
	2.11
	 	No Prepayment Interest Shortfalls or Payments for Civil Relief Act Reductions	 	21
	2.12
	 	Reimbursement of the Servicer	 	22
	2.13
	 	Licenses	 	22
	2.14
	 	Confidentiality/Protecting Customer Information	 	22
	2.15
	 	Servicing During Term of FDIC Financing	 	23
	2.16
	 	Operating Procedures	 	23
	 
	 	 	 	 
	ARTICLE III AGREEMENTS OF THE OWNER	 	24
	 
	 	 	 	 
	3.1
	 	Transfer of Servicing	 	24
	3.2
	 	Documentation	 	24
	3.3
	 	Transfer Notices	 	24
	3.4
	 	Losses	 	25
	3.5
	 	Licenses	 	25
	3.6
	 	Confidentiality/Protecting Customer Information	 	25
	 
	 	 	 	 
	ARTICLE IV COMPENSATION	 	26
	 
	 	 	 	 
	4.1
	 	Servicing Compensation	 	26
	 
	 	 	 	 
	ARTICLE V TERM AND TERMINATION	 	26
	 
	 	 	 	 
	5.1
	 	Term	 	26
	5.2
	 	Termination	 	26
	5.3
	 	Transfer Upon Termination; Costs and Expenses	 	27
	5.4
	 	Reimbursement	 	27
	5.5
	 	Accounting	 	27
	5.6
	 	Survival	 	28
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE OWNER	 	28
	 
	 	 	 	 
	6.1
	 	Authority	 	28
	6.2
	 	Authorization, Enforceability and Execution	 	28
	6.3
	 	No Conflict	 	28






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	6.4
	 	No Consent	 	29
	6.5
	 	No Litigation	 	29
	6.6
	 	Statements Made	 	29
	6.7
	 	The Assets	 	29
	 
	 	 	 	 
	ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE SERVICER 	 	30
	 
	 	 	 	 
	7.1
	 	Authority	 	30
	7.2
	 	Authorization, Enforceability and Execution	 	30
	7.3
	 	No Conflict	 	30
	7.4
	 	No Consent	 	31
	7.5
	 	No Litigation	 	31
	7.6
	 	Statements Made	 	31
	 
	 	 	 	 
	ARTICLE VIII INDEMNIFICATION AND LIABILITY	 	31
	 
	 	 	 	 
	8.1
	 	Standard of Liability; Indemnification	 	31
	8.2
	 	Indemnification by the Owner	 	32
	8.3
	 	Procedure for Indemnification	 	32
	8.4
	 	Limits on Servicer Obligations	 	33
	 
	 	 	 	 
	ARTICLE IX ANNUAL REPORTING	 	33
	 
	 	 	 	 
	9.1
	 	Servicer Compliance Statement	 	33
	9.2
	 	Report on Assessment of Compliance and Attestation	 	33
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	34
	 
	 	 	 	 
	10.1
	 	Independence of Parties	 	34
	10.2
	 	Changes in Practices and Regulations	 	34
	10.3
	 	Assignment of Servicing	 	34
	10.4
	 	Prior Agreements	 	34
	10.5
	 	Entire Agreement	 	35
	10.6
	 	Invalidity	 	35
	10.7
	 	Effect	 	35
	10.8
	 	Damage Limitation	 	35
	10.9
	 	Applicable Law	 	35
	10.10
	 	Notices	 	35
	10.11
	 	Waivers	 	35
	10.12
	 	Binding Effect	 	36
	10.13
	 	Headings	 	36
	10.14
	 	Appendices, Schedules and Exhibits	 	36
	10.15
	 	Counterparts	 	36







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     This OMNIBUS ASSET SERVICING AGREEMENT is made as of June 9, 2010 by and between Oriental
Bank and Trust (the “Owner”), and Bayview Loan Servicing, LLC (the “Servicer”).



RECITALS:




     WHEREAS, from time to time the Owner will acquire ownership of certain Assets (as defined
herein);



     WHEREAS, the Owner desires that the Servicer perform certain servicing functions for the
Owner, and the Servicer desires to perform such servicing functions, with respect to the Assets
made subject to this Agreement by the mutual agreement of the Owner and the Servicer from time to
time; and



     WHEREAS, different categories of Assets will require different terms for servicing and other
operative terms, and the Owner and the Servicer desire to supplement this Agreement with Appendices
(as defined herein) related to specific categories of Assets, as necessary and as mutually agreed
to by the Owner and the Servicer from time to time.



     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS



     1.1 Certain Defined Terms.



     For purposes of this Agreement, each of the following terms shall have the meaning specified
with respect thereto.



     “Acquired Collateral Account” shall have the meaning assigned thereto in Section 2.8(b)
hereof.



     “Acquired Collateral” shall mean Collateral acquired by the Servicer through foreclosure,
deed-in-lieu of foreclosure, other realization upon a Security Instrument, or otherwise in
connection with a defaulted Loan, or as to which the servicing or management is transferred to the
Servicer and made subject to this Agreement and the applicable Appendix by the written agreement of
the parties, including but not limited to Mortgaged Property in the case of a Mortgage Loan.



     “Affiliate” shall mean 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 Persons means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership or
voting of securities, by contract or otherwise and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.



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     “Agreement” shall mean this Omnibus Asset Servicing Agreement, as supplemented by the
Appendices executed by the parties from time to time, and together with all schedules and exhibits
hereto and thereto, as the same may be from time to time amended.



     “Ancillary Income” shall mean late fees, late charges, not sufficient funds fees, satisfaction
fees, assumption and modification fees and interest on Custodial Accounts, Escrow Accounts (to the
extent not required to be paid to the related Borrower pursuant to Applicable Requirements) and
Acquired Collateral Accounts, and any other amounts specified in an applicable Appendix. Ancillary
Income shall not include scheduled principal and/or interest payments on any Asset nor any
prepayment premiums, penalties or charges or yield maintenance payments.



     “Appendix” shall mean an appendix to this Agreement containing additional terms and
obligations of the parties related to one or more specific categories of Assets subject to this
Agreement, as executed by the parties from time to time, and as the same may be from time to time
amended.



     “Applicable Requirements” shall mean, as of the time of reference, all of the following, as
applicable: (i) all Asset-related obligations of the Servicer, including without limitation those
contractual obligations of the Servicer contained in this Agreement and in the Asset Documents for
which the Servicer is responsible; (ii) all applicable Asset-related federal, state and local legal
and regulatory requirements (including statutes, rules, regulations and ordinances) binding upon
the Servicer; (iii) generally accepted servicing customs and practices in the servicing industry
for the related Asset; (iv) applicable Asset-related servicing requirements of the Federal National
Mortgage Association or “Fannie Mae”, Federal Home Loan Mortgage Association or “Freddie Mac”, and
the Federal Housing Administration or “FHA”; and (v) the FDIC Servicing Obligations.



     “Asset” shall mean an asset made subject to this Agreement and the applicable Appendix by the
mutual written agreement of the parties, which may include, among other assets: (i) a Single Family
Mortgage Loan, (ii) a Multifamily Mortgage Loan, (iii) a Commercial Mortgage Loan, (iv) a
Residential Construction Loan, (v) a Commercial Construction Loan, (vi) a Reverse Mortgage Loan,
(vii) a Farm Loan, (viii) Acquired Collateral, and (ix) any asset falling into such other
categories of assets agreed to by the parties in writing.



     “Asset Documents” shall mean with respect to any Asset, as applicable, the related Note with
applicable addenda and riders, Security Instrument with applicable addenda and riders, Assignment
and any intervening related Assignments, title Insurance Policy, mortgage Insurance Policy,
Collateral Insurance Policy, appraisal report, and all other documents and instruments pertaining
to an Asset, to the extent in the Owner’s or the Owner’s agent’s possession, or a document
custodian’s possession, and delivered to Servicer.



     “Asset Payment” shall mean the scheduled monthly principal and/or interest payment on an Asset
for any month, and any other payment due from a Borrower pursuant to the Asset Documents, as such
payments may have been reduced by any Deficient Valuation.



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     “Asset Schedule” shall mean a listing of Assets to be made subject to this Agreement, as
agreed to by the parties from time to time, and containing such information as may be agreed to by
the parties. An Asset Schedule may, but is not required to be, incorporated into or attached to an
Appendix.



     “Assignment” shall mean with respect to each Asset, an assignment of the Security Instrument,
notice of transfer or equivalent instrument sufficient under the laws of the jurisdiction wherein
the related Collateral and/or Borrower is located or domiciled (as appropriate under Applicable
Requirements) to reflect of record the transfer of the Security Instrument.



     “Borrower” shall mean with respect to any Asset, the Person or Persons primarily obligated to
make payments on the related Note.



     “Business Day” shall mean any day other than a Saturday, Sunday or national holiday, or a day
on which banking and savings and loan institutions in the State of Florida and federally chartered
depository institutions are authorized or obligated by law or executive order to be closed.




	 	 	“Code” shall mean the Puerto Rico Internal Revenue Code of 1994, as amended.





     “Collateral” shall mean any and all of the collateral securing the obligations of a Borrower
under a Security Instrument, including but not limited to the Mortgaged Property in the case of a
Mortgage Loan.



     “Collection Period” shall mean, unless otherwise provided in the related Appendix, (a) as to
any Servicer Remittance Date, the calendar month preceding the calendar month in which such
Servicer Remittance Date occurs, and (b) as to the first Servicer Remittance Date hereunder, the
Cut-off Date through the last Business Day of the calendar month preceding the calendar month in
which the first Servicer Remittance Date occurs.



     “Commercial Construction Loan” shall mean a Loan secured by commercial real property
(or by mixed residential/commercial, or single family or multifamily residential real property,
including condominium developments, to the extent such Loan is made to a commercial Borrower
developing such property) for the financing of the construction thereof and made subject to this
Agreement and the applicable Appendix by the written agreement of the parties.



     “Commercial Mortgage Loan” shall mean a Loan secured by commercial real property (or by
mixed residential/commercial or multifamily residential real property, including condominium
developments) and made subject to this Agreement and the applicable Appendix by the written
agreement of the parties.



     “Custodial Account” shall have the meaning assigned thereto in Section 2.3(e) hereof.



     “Custodial and Paying Agency Agreement” shall mean the Custodial and Paying Agency Agreement
dated as of April 30, 2010 by and between the FDIC, the Owner and Citibank, N.A.



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     “Cut-off Date” shall mean the cut-off date for any Asset, as set forth in the related
Asset Schedule, or otherwise mutually agreed to by the parties in writing.



     “Deficient Valuation” shall mean with respect to any Asset, the dollar amount of any reduction
in the principal balance owed by the related Borrower, as ordered by a court in connection with a
bankruptcy proceeding with respect to the related Borrower.



     “Eligible Account” shall mean (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 short-term unsecured debt obligations of such holding company)
are rated at the time any amounts are held on deposit therein (a) “P-1” by Moody’s (or at least
“A2” if such institution has no short-term rating from Moody’s), (b) at least “A-2” by S&P (or at
least “BBB+” if such institution has no short-term rating from S&P) and (c) “F1” by Fitch (with
respect to the preceding clauses (a), (b) and (c), in each case if such rating agency is a Rating
Agency, and such applicable ratings from S&P, Fitch and Moody’s, the “Required Ratings”), provided,
in each case, that following a downgrade, withdrawal or suspension of any such institution’s rating
below any applicable Required Rating, each such account shall promptly (and in any case within not
more than 30 calendar days) be moved to another institution which has the Required Ratings, or to
one or more segregated trust accounts as provided in clause (ii); or (ii) a segregated trust
account or accounts maintained with the trust department of a federal or state chartered depository
institution or trust company, which institution or company has capital and surplus of not less than
$50 million, acting in its fiduciary capacity.



     “Escrow Payments” shall have the meaning assigned thereto in Section 2.3(f) of this Agreement.



     “Farm Loan” shall mean a Loan secured by real property used for agricultural purposes, or
other Loan made pursuant to United States Department of Agriculture Rural Housing Services or Farm
Service Agency programs as agreed to by the parties, and made subject to this Agreement and the
applicable Appendix by the written agreement of the parties.



     “FDIC” shall mean the Federal Deposit Insurance Corporation.



     “FDIC Agreements” shall mean, collectively, as provided to Servicer prior to the date of this
Agreement, the Loss Share Agreements, the Custodial and Paying Agency Agreement, the Security
Agreement dated as of April 30, 2010 by and between the FDIC and the Owner and any schedules,
exhibits or other documents attached thereto.



     “FDIC Collection Account” shall have the meaning assigned thereto in Section 2.15
hereof.



     “FDIC Servicing Obligations” shall mean, solely with respect to the Assets serviced by
Servicer hereunder, the Asset servicing and reporting obligations imposed on Owner pursuant to the
FDIC Agreements and described in the Operating Procedures, during the period and to the extent such
FDIC Agreements and obligations remain effective and applicable, provided (a) Owner gives notice to
Servicer of any facts or circumstances known to it which would give rise to such obligations if
Servicer would not reasonably be expected to have knowledge of such facts



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or circumstances, (b) references to Owner’s customary standard of care or customary practices,
its knowledge, and its personnel or office locations, or other similar terms shall be deemed to
refer to Servicer’s standard of care or customary practices, knowledge, and personnel or office
locations, or shall be similarly construed to apply with respect to Servicer as the context may
require.




     “Fitch” shall mean Fitch, Inc., or any successor thereto.



     “Insurance Policy” shall mean any hazard, title, flood or other insurance policy insuring the
Asset.



     “Liquidation Proceeds” shall mean any amounts (including the proceeds of any Insurance Policy
and the proceeds from the sale of any Acquired Collateral) recovered by the Servicer in connection
with an Asset, whether through trustee’s sale, foreclosure sale or otherwise, other than amounts
required to be paid to the Borrower pursuant to the terms of the applicable Asset Documents or
otherwise pursuant to applicable law.



     “Loan” shall mean an Asset comprised of an extension of credit to a Borrower that is evidenced
by a Note and may be secured by Collateral pursuant to a Security Instrument. A Loan includes a
Mortgage Loan.



     “Loan Rate” shall mean the annual rate of interest borne by a Note, which is set forth in such
Note.



     “Loss Share Agreement” shall mean either or both, as applicable, of the Single Family Shared
Loss Agreement and the Commercial Shared-Loss Agreement, each dated as of April 30, 2010 by and
between the FDIC and the Owner, as provided to Servicer prior to the date of this Agreement.



     “Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.



     “Mortgage” shall mean, with respect to any Mortgage Loan, the written instrument creating a
valid lien on real property, which instrument may be in the form of a mortgage, deed of trust, deed
to secure debt or other instrument creating a lien on or interest in the Mortgaged Property and any
other Collateral.



     “Mortgage Loan” shall mean a Single Family Mortgage Loan, Multifamily Mortgage Loan,
Commercial Mortgage Loan, Residential Construction Loan, Commercial Construction Loan, Reverse
Mortgage Loan, Farm Loan (to the extent secured by real property), or any other Loan secured by
interest in real property made subject to this Agreement and the applicable Appendix by the written
agreement of the parties.



     “Mortgaged Property” shall mean any of the fee simple interest in real property, together with
improvements thereto and any fixtures, leases and other real or personal property, or interests
therein, securing the related Note related to a Mortgage Loan.



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     “Multifamily Mortgage Loan” shall mean a Loan secured by residential real property that
includes five or more dwelling units, made subject to this Agreement and the applicable Appendix by
the written agreement of the parties.



     “Note” shall mean the original executed promissory note evidencing the indebtedness of a
Borrower under a Loan, or if such Loan is not evidenced by a promissory note, the original executed
document or other instrument primarily evidencing the indebtedness of the Borrower under such Loan,
or lost note affidavit if and as permitted under Applicable Requirements.



     “Operating Procedures” shall mean the written document or documents, as mutually agreed upon
by the parties after the date of this Agreement in accordance with Section 2.16, setting forth the
FDIC Servicing Obligations, reporting requirements related to Owner’s obligations under the FDIC
Agreements, any limits on Servicer’s authority with respect to foreclosures on Assets, litigation,
and other servicing matters, and such further additional details regarding the servicing of the
Assets as agreed to by the parties.



     “Out of Pocket Expenses” shall mean the direct, out-of-pocket expenditures of the Servicer
reasonably incurred in connection with the servicing, administration, management, property
protection, disposition, operation, full, partial or discounted liquidation, sale or enforcement
proceedings, foreclosure or other realization on Collateral underlying Assets, including, but not
limited to amounts paid to or on behalf of independent legal counsel (including court filing fees),
independent arbitrators, independent repossession agents, appraisers, brokers, environmental
consultants, property managers, tax services, receivers, and state and federal regulatory agencies
incident to their audits or inquiries, required UCC searches and title searches, tax searches,
structural reviews, third-party fees, tax and flood services contracts, Asset-related travel,
property inspections, and the like and for arbitration filing fees, UCC and mortgage filing and
release fees, charges the Servicer has paid in connection with checks from Borrowers returned for
insufficient funds, and expenses not otherwise reimbursed to maintain, store, and dispose of the
Collateral.



     “Owner” shall mean Oriental Bank and Trust.



     “Permitted Investments” shall mean any one or more of the following obligations or securities
having at the time of purchase, or at such other time as might be specified, the required ratings,
if any, provided for in this definition, as approved by Owner in writing:



     (i) direct obligations of, or guaranteed as to timely payment of principal and interest 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) demand and time deposits in or certificates of deposit of, or bankers’ acceptances issued
by, any bank or trust company, savings and loan association or savings bank, provided that, in the
case of obligations that are not fully FDIC-insured deposits, the commercial paper and/or long-term
unsecured debt obligations of such depository institution or trust company (or in the case of the
principal depository institution in a holding company system, the commercial paper or long-term
unsecured debt obligations of such holding company) have any of the top



6









 




three long-term rating categories (without regard to any sub-category) that may be assigned to
any security, obligation or entity by any of the Rating Agencies;




     (iii) general obligations of or obligations guaranteed by any state of the United States or
the District of Columbia receiving ratings of not less than the highest rating of each Rating
Agency rating such obligations;



     (iv) commercial paper issued by any Person organized under the laws of any state of the United
States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at
least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 30
days from the date of acquisition thereof;



     (v) mutual funds or money market funds in which investments are limited to the obligations
referred to in clauses (i) through (iv) of this definition; and



     (vi) with the prior written consent of Owner, any other demand, money market or time deposit
or other obligation, security or investment.



     “Person” shall mean an individual, partnership, corporation (including a statutory trust),
joint stock company, limited liability company, trust, association, joint venture, governmental
authority or any other entity of whatever nature.



     “Preservation Expenses” shall mean the expenditures made by the Servicer in connection with a
foreclosure or other realization on Collateral, or in connection with Acquired Collateral and its
management and servicing, prior to the liquidation thereof, including, without limitation,
expenditures for real estate or personal property taxes and assessments (including any penalties,
late fees or late charges incurred for late payment or nonpayment), payments to senior lienholders
or holders of any ground lease, Insurance Policy premiums, property restoration or preservation.



     “Rating Agency” shall mean each of Fitch, Moody’s and S&P and any successors thereto.



     “Regulation AB” shall mean 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 United States Securities and Exchange
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 Securities and Exchange Commission,
or as may be provided by the Securities and Exchange Commission or its staff from time to time.



     “Residential Construction Loan” shall mean a Loan secured by residential real property that
includes one through four dwelling units, for the financing of the construction thereof, and made
subject to this Agreement and the applicable Appendix by the written agreement of the parties.



     “Reverse Mortgage Loan” shall mean a Loan that is, or is intended to be, insured by the
Federal Housing Administration pursuant to FHA’s Home Equity Conversion Mortgage



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program, is intended for sale to Fannie Mae pursuant to Fannie Mae’s Home Keeper program, or
is another reverse mortgage loan product, secured by residential real property that includes one
through four dwelling units, and made subject to this Agreement and the applicable Appendix by the
written agreement of the parties.




     “S&P” shall mean Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.



     “Security Instrument” shall mean, with respect to any Loan secured by any Collateral, any and
all documents, agreements, filings, financing statements or other materials evidencing the Owner’s
or the Servicer’s interest (as applicable) in the Collateral securing the obligations of Borrower
with respect to such Loan, including but not limited to a Mortgage in the case of a Mortgage Loan.



     “Servicer” shall mean Bayview Loan Servicing, LLC or any successor or permitted assign under
the terms of this Agreement.



     “Servicer Remittance Date” shall mean the 18th day of each month and if
such day is not a Business Day, the next succeeding Business Day, or such other date as provided in
the applicable Appendix with respect to a given category of Assets.



     “Servicing Advance” shall mean the Out of Pocket Expenses reasonably incurred by the Servicer
in the performance of its servicing obligations under this Agreement, including, but not limited
to, the cost of (i) the preservation, restoration and protection of any Asset or Collateral,
(ii) any enforcement or administrative or judicial proceedings, including foreclosures and other
realizations on Mortgages, Security Instruments, liens and other security interests in Collateral,
(iii) the management (including fees in connection therewith) and liquidation of any Acquired
Collateral or Assets, (iv) taxes, assessments, water rates, sewer rents and other charges which are
or may become a lien upon the Collateral or Assets, fire and hazard insurance coverage, (v) all
Preservation Expenses, and (vi) other amounts designated as Servicing Advances pursuant to this
Agreement or an applicable Appendix. In addition, Servicing Fees, to the extent not paid when due,
shall be deemed, and shall be reimbursable as, a Servicing Advance.



     “Servicing Fees” shall have the meaning assigned thereto in Section 4.1 hereof.



     “Servicing Fee Schedule” shall mean the applicable listing of Servicing Fees with respect to
any Assets, as agreed to by the parties from time to time. A Servicing Fee Schedule may, but is not
required to be, incorporated into or attached to an Appendix.



     “Servicing Standard” shall have the meaning assigned thereto in Section 2.1(c) hereof.



     “Single Family Mortgage Loan” shall mean a Loan secured by residential real property that
includes one through four dwelling units, made subject to this Agreement and the applicable
Appendix by the written agreement of the parties.



     “Termination Date” shall mean the date for termination of this Agreement with respect to any
or all Assets, that is the earliest of (i) expiration of the initial term or an extension or
renewal



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term as provided in Section 5.1, (ii) mutual consent of the Servicer and the Owner in writing
to termination or (iii) a termination in accordance with Section 5.2 hereof.




     “Transfer Date” shall mean each date on which the Servicer shall assume responsibility for
performing the servicing functions and responsibilities related to an Asset as provided herein and
in the applicable Appendix.



     “Termination Fee” shall mean the applicable fee associated with the termination of this
Agreement with respect to any or all Assets, as set forth in the applicable Servicing Fee Schedule
or Appendix.



     “UCC” shall mean the Uniform Commercial Code, as in effect in the applicable jurisdictions.



ARTICLE II

AGREEMENTS OF THE SERVICER




     2.1 General.



     (a) Appointment. Owner hereby appoints Servicer, and Servicer hereby accepts such appointment, to service and administer the Assets for Owner in accordance with the terms of
this Agreement.



     (b) Authority. The Servicer shall have full power and authority, acting alone or
through agents (but subject to Section 10.3), to do or cause to be done any and all things
in connection with such servicing and administration which the Servicer may deem necessary or
desirable and consistent with the terms of this Agreement and the applicable Appendices, subject to
the Servicing Standard, and any and all things that may otherwise be authorized by Owner in
writing.



     (c) Servicing Standard. The Servicer shall service and administer the Assets on
behalf of the Owner in accordance with Applicable Requirements, the terms of this
Agreement, the applicable Appendices and the applicable Asset Documents without regard to:




     (i) any relationship that the Servicer or any Affiliate of the Servicer may have with the
related Borrower;




     (ii) the Servicer’s obligation to make Servicing Advances; or




     (iii) the Servicer’s right to receive compensation for its services hereunder or with respect
to any particular transaction.



     The standard set forth in the immediately preceding sentence shall be referred to herein as
the “Servicing Standard.” Owner acknowledges that the Assets include and involve a variety of types
of Loans, Collateral, Acquired Collateral, payment status, payment methods and interest
calculations, and the applicable Servicing Standard will vary in respect of such differences among
the Assets.



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     (d) Loss Share Agreement. The Servicer shall provide Owner with the information
and services set forth in the related Appendices in order to facilitate Owner’s compliance
with its obligations under the Loss Share Agreement(s) specified in such Appendices.



     (e) Appendices. Additional detailed procedures for the servicing of any category
of Assets shall be as provided in the related Appendices. In the event of any conflict
between this Agreement and an applicable Appendix, the applicable Appendix shall govern, except
that Section 2.15 hereof shall govern in the event of any conflict between such section and any
Appendix.



     2.2 Collection of Asset Payments.



     The Servicer shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Asset Documents (other than any prepayment premiums, penalties or charges
that the Servicer has waived in accordance with the Servicing Standard), and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection procedures for all
Assets that are consistent with the Servicing Standard. The Servicer may, consistent with the
Servicing Standard, waive, modify or vary any non-material term of any Asset Documents (e.g., a
waiver of late fees) or consent to the postponement of strict compliance with any such term or in
any manner grant a non-material indulgence to any Borrower. Notwithstanding the foregoing, in the
event that any Asset is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary
any term of such Asset Documents (including, with respect to a Loan, material modifications that
would change the Loan Rate, defer or forgive the payment of principal or interest or extend the
final maturity date of such Loan), accept payment from the related Borrower of an amount less than
the principal balance in final satisfaction of such Asset or consent to the postponement of strict
compliance with any term or otherwise grant any indulgence to any Borrower.



     2.3 General Servicing Procedures.



     Until the principal and interest of each Loan and satisfaction of the Borrower’s obligations
with respect to each Asset is paid in full, unless this Agreement is sooner terminated with respect
to such Asset pursuant to the terms hereof, and subject to all Applicable Requirements and the
Servicing Standard, the Servicer shall:



     (a) With respect to Loans requiring advances of principal to Borrowers or other Persons,
disburse Loan proceeds in accordance with the requirements of the Asset Documents, and as may be
provided in the applicable Appendix, provided that notwithstanding anything to the contrary in this
Agreement, the Servicer shall not be required to advance its own funds for such purposes. In the
event Servicer funds any such advances with its own funds, such amounts shall, in addition, be
deemed to be Servicing Advances, recoverable as provided in this Agreement.



     (b) Collect applicable payments of principal, interest and, to the extent required under the
Asset Documents, applicable deposits for taxes, assessments and other public charges that are
generally impounded, reserve funds, fire and hazard insurance premiums, mortgage insurance



10









 




premiums, flood insurance premiums and other insurance premiums, as required and as they
become due.




     (c) Accept Asset Payments in accordance with the Asset Documents. Deficiencies or excesses in
payments or deposits shall be accepted and applied, or accepted and unapplied.



     (d) Apply all Asset Payments and impound deposits collected from the Borrower, and maintain
permanent account records capable of producing, in chronological order: the date, amount,
distribution, installment due date or other transactions affecting the amounts due from or to the
Borrower and indicating the latest outstanding balances of principal, impound deposits, advances,
and unapplied payments.



     (e) Unless otherwise provided in the applicable Appendix, establish and maintain one or more
accounts (collectively, the “Custodial Account”), entitled “Bayview Loan Servicing, LLC, as
servicer for Oriental Bank and Trust, as Owner.” Each Custodial Account shall be established and
maintained with Owner, or as an Eligible Account as permitted by Section 2.4(c). Subject to Section
2.15 of this Agreement, the Servicer will be required to deposit into each Custodial Account no
later than the second Business Day after receipt all proceeds (except Ancillary Income and amounts
to be deposited into Escrow Accounts or Acquired Collateral Accounts pursuant to this Agreement) of
the related Asset received by the Servicer and to remit such proceeds to the Owner not later than
the Servicer Remittance Date. Funds in each Custodial Account may be invested only in Permitted
Investments in accordance with the provisions set forth in Section 2.3(h) hereof. The Servicer
shall, from time to time, make withdrawals from each Custodial Account for any of the following
purposes: (i) to remit to the Owner in the amounts and in the manner set forth in Section 2.5(a)
and (b); (ii) to fund disbursements of principal to the Borrowers or other Persons with respect to
Residential Construction Loans, Commercial Construction Loans, Reverse Mortgage Loans, and other
Assets providing for disbursements of principal; (iii) to pay the Servicer any unpaid Servicing
Fees and to reimburse the Servicer for any unreimbursed Servicing Advances from the general funds
in the Custodial Account; (iv) to reimburse the Servicer for any expenses incurred by the Servicer
in the performance of its obligations under this Agreement from the general funds in the Custodial
Account; (v) to pay to the Servicer as servicing compensation (in addition to the Servicing Fees)
on the Servicer Remittance Date any interest or investment income earned on funds deposited in the
Custodial Account; (vi) to reimburse the Servicer for any penalty, late fee or late charge incurred
by the Servicer for the late payment or nonpayment of any property taxes and assessments by any
prior servicer of any Asset; (vii) to withdraw any amounts deposited to the Custodial Account in
error; and (viii) following the Termination Date with respect to the related Assets, to clear and
terminate the Custodial Account. Notwithstanding anything to the contrary in this Agreement, the
Servicer is not obligated to deposit Ancillary Income into the Custodial Account, although it may
do so for ease of operations, and to the extent the Servicer does deposit such amounts into the
Custodial Account, the Servicer shall be permitted to withdraw such amounts at any time in its sole
discretion. In addition, the Servicer may withdraw amounts from a Custodial Account to make
distributions in accordance with the terms of a cash management agreement or similar agreement in
respect of any Asset serviced hereunder.



     (f) Unless otherwise provided in the applicable Appendix, establish and maintain one or more
accounts (the “Escrow Accounts”, in the form of time deposit or demand accounts, titled,



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“Bayview Loan Servicing, LLC, as servicer for Oriental Bank and Trust, as Owner, and various
Borrowers”) into which (x) all collections from the Borrowers for the payment of taxes, assessments
and other public charges that are generally impounded, reserve funds, fire and hazard insurance
premiums, mortgage insurance premiums, flood insurance premiums and other insurance premiums and
comparable items for the account of the Borrowers (“Escrow Payments”) and (y) all amounts
representing proceeds of any hazard or other Insurance Policies which are to be applied to the
restoration or repair of any Collateral shall be deposited and retained. The Escrow Accounts shall
be established and maintained with Owner, or as Eligible Accounts as permitted by Section 2.4(c).
The Servicer shall deposit in the Escrow Accounts, no later than the second Business Day after
receipt, and retain therein, all Escrow Payments collected on account of the Assets, for the
purpose of effecting the timely payment of any such items as required under the terms of this
Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i) effect timely
payment of taxes, assessments, hazard insurance premiums, and comparable items for each Asset; (ii)
reimburse the Servicer out of related collections for any Servicing Advances made pursuant to
Section 2.3(j) (with respect to taxes and assessments) and Section 2.3(k) (with respect to hazard
insurance) with respect to each Asset; (iii) refund to the Borrowers any sums as may be determined
to be overages; (iv) pay interest, if required and as described below, to the Borrowers on balances
in the Escrow Account; (v) to withdraw any amount deposited in the Escrow Accounts in error; or
(vi) clear and terminate the Escrow Account at the termination of the Servicer’s obligations and
responsibilities in respect of the related Assets under this Agreement; (vii) for application to
restoration or repair of the Collateral; and (viii) for transfer to the Custodial Account and
application to reduce the principal balance of the Assets in accordance with the terms of the
related Note and other Asset Documents. As part of its servicing duties, the Servicer shall pay to
the Borrowers interest on funds in Escrow Accounts, to the extent required by law and, to the
extent that interest earned on funds in the Escrow Accounts is insufficient, to pay such interest
from its or their own funds, without any reimbursement therefor. As applicable, the Servicer will
determine the amount of deposits to be made by the Borrowers and will furnish to each Borrower, at
least once a year, an analysis of the escrow/impound account, to the extent required by Applicable
Requirements.




     (g) Be responsible for monitoring and reconciling the Custodial Accounts and Escrow Accounts
in accordance with Applicable Requirements. The Servicer shall attempt to promptly resolve any
discrepancies and shall be responsible for all expenses and consequences for failure to reconcile
and resolve such discrepancies.



     (h) Direct, in its discretion, any depository institution maintaining the Custodial Accounts
to invest the funds in one or more Permitted Investments. All such Permitted Investments shall be
held to maturity, unless payable on demand. Any investment of funds in a Custodial Account shall be
made in the name of the Servicer as nominee of the Owner. The Servicer shall deposit in the
Custodial Account, from its own funds, the amount of any loss incurred in respect of any such
Permitted Investment made with funds in such account immediately upon realization of any loss and
such deposit shall not be deemed to be a Servicing Advance.



     (i) Maintain accurate records reflecting the status of taxes, ground rents and other recurring
charges generally accepted by the servicing industry for the related Asset, which would become a
lien on any Collateral. For all Assets providing for the payment to and collection by



12









 




the Servicer of impound deposits for taxes, ground rents or such other recurring charges, the
Servicer shall remit payments for such charges before the later of (i) any penalty date and (ii) 30
days after the applicable Transfer Date.




     (j) In accordance with the standards of the preceding Section 2.3(i), advance or cause to be
advanced funds as necessary for the purpose of effecting the timely payment of taxes and
assessments with respect to any Collateral, which Servicing Advances shall be reimbursable in the
first instance from related collections from the Borrowers. Servicing Advances incurred by the
Servicer in connection with the servicing of the Assets (including any penalties in connection with
the payment of any taxes and assessments or other charges) on any Collateral shall be recoverable
by the Servicer to the extent described herein.



     (k) Use its reasonable efforts in accordance with the Servicing Standard to cause the related
Borrower to maintain for each Asset (other than any Acquired Collateral), to the extent applicable,
and if the Borrower does not so maintain, shall itself maintain to the extent the Owner as holder
has an insurable interest, insurance with coverage on the related Collateral in a commercially
reasonable amount, to the extent provided in the applicable Appendix. The Servicer shall maintain
such insurance from an insurer with coverage on Collateral in a commercially reasonable amount. The
Servicer shall require that all Insurance Policies required hereunder shall name the Servicer and
its successors and assigns as the holder, as loss payee.



     (l) Subject to Section 2.15 hereof, deposit into the related Custodial Account any amounts
collected by the Servicer under any Insurance Policies (other than amounts to be applied to the
restoration and repair of the related Collateral or amounts to be released to the Borrower in
accordance with the terms of the related Asset Documents, or amounts typically deposited into
Escrow Accounts). It is understood and agreed that no earthquake or other additional insurance is
to be required of any Borrower or to be maintained by the Servicer other than pursuant to the terms
of the related Asset Documents and pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance. If any Mortgaged Property is
located in a federally designated special flood hazard area, the Servicer will use its reasonable
efforts in accordance with the Servicing Standard to cause the related Borrower to maintain or will
itself obtain flood insurance in respect thereof. If any Acquired Collateral is comprised of
improved real property is located in a federally designated special flood hazard area, the Servicer
will obtain flood insurance in respect thereof. Costs of the Servicer of maintaining insurance
policies shall be paid by the Servicer as a Servicing Advance and shall be reimbursable to the
Servicer. The Servicer agrees to prepare and present, on behalf of itself and the Owner, claims
under each related insurance policy in a timely fashion in accordance with the terms of such policy
and to take such reasonable steps as are necessary to receive payment or to permit recovery
thereunder.



     (m) Except as may otherwise be provided in the applicable Appendix, unless the Servicer is
required to exercise its rights under a “due on sale clause” pursuant to the last paragraph of this
Section 2.3(m), Servicer shall approve the sale, assignment or other transfer of any Collateral, if
the current Borrower makes a request therefor, provided that the Servicer shall have received sixty
(60) days’ prior written notice of the proposed transfer, no event of default under the related
Asset Documents shall have occurred and be continuing, and the following additional criteria are
satisfied:



13









 






     (i) the current Borrower shall pay any and all fees and out-of-pocket costs
incurred in connection with the transfer of the Collateral (including without limitation
counsel and notary fees and disbursements and all recording fees, insurance premiums
intangible and other taxes, and with respect to Mortgaged Property, any applicable title
insurance premiums and mortgage and transfer taxes);




     (ii) if applicable, the proposed transferee or its principals shall have demonstrated
expertise in owning and operating properties similar in location, size and operation to the
Collateral, which expertise shall be determined by the Servicer, in the Servicer’s sole
discretion;




     (iii) the proposed transferee and its principals shall, as of the date of such
transfer, have an aggregate net worth and liquidity acceptable to the Servicer, in the
Servicer’s sole discretion;




     (iv) the proposed transferee shall assume all of the obligations of the current
Borrower under the related Asset Documents in all respects, including without limitation by
entering into an assumption agreement in form and substance satisfactory to the Servicer (in
the Servicer’s sole discretion) and, if applicable, shall execute in favor of the Owner a
guaranty and an affidavit and indemnity of borrower and guarantor regarding hazardous and
toxic materials in the case of Mortgage Loans;




     (v) no event of default under the related Asset Documents, or other event which, with
the giving of notice, passage of time or both would constitute an event of default under the
related Asset Documents, shall otherwise occur as a result of such transfer, and the
proposed transferee and its principals shall deliver (A) all organization documentation
requested by the Servicer, which shall be satisfactory to the Servicer (in the Servicer’s
sole discretion) and (B) all certificates, agreements and covenants required by the
Servicer; and




     (vi) with respect to Mortgage Loans, the current Borrower shall deliver, at its sole
cost and expense, an endorsement to the existing title policy insuring the Security
Instrument, as modified by the assumption agreement, as a valid first lien on the Mortgaged
Property and naming the proposed transferee as owner of the Mortgaged Property, which
endorsement shall insure that, as of the date of the recording of the assumption agreement,
the Mortgaged Property shall not be subject to any additional exceptions or liens other than
those contained in the title policy issued in conjunction with the related Asset Documents.



     When any Collateral has been or is about to be conveyed by the Borrower, to the extent it has
knowledge of such conveyance or prospective conveyance, Servicer shall exercise its rights to
accelerate the maturity of the related Asset under any “due-on-sale” clause contained in the
related Security Instrument or Note; provided, however, that the Servicer shall not exercise any
such right if either (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not
enforceable under applicable law, or (ii) the Servicer determines that such enforcement would not
be in the best economic interest of the Owner. In such event, the Servicer shall make reasonable
efforts to enter into an assumption and modification agreement with the Person to



14









 




whom such Collateral has been or is about to be conveyed, pursuant to which such Person
becomes liable under the Note and, unless prohibited by applicable law or the Security Instrument,
the Borrower remains liable thereon. If the foregoing is not permitted under applicable law, the
Servicer is authorized to enter into a substitution of liability agreement with such Person,
pursuant to which the original Borrower is released from liability and such Person is substituted
as the Borrower and becomes liable under the Note. In connection with any such assumption or
substitution agreement, the Asset Payments on the related Loan shall not be changed but shall
remain as in effect immediately prior to the assumption or substitution, the stated maturity or
outstanding principal amount of such Loan shall not be changed nor shall any required Asset
Payments of principal or interest be deferred or forgiven. Any reasonable fee collected by the
Servicer for consenting to any such conveyance or entering into an assumption or substitution
agreement shall be retained by or paid to the Servicer as Ancillary Income.




     (n) With respect to a Loan that contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms (i) provides that such Loan becomes due and payable (or may become due
and payable at the lender’s option) upon the creation of any lien or other encumbrance on the
related Collateral, or (ii) requires the consent of the related lender to the creation of any such
lien or other encumbrance on the related Collateral, then for so long as such Loan is owned by the
Owner, and to the extent it has knowledge of such lien or other encumbrance, the Servicer, on
behalf of the Owner, will be requested to exercise (or decline to exercise) any right it may have
as the lender of record with respect to such Loan to (x) accelerate the payments thereon, or (y)
withhold its consent to the creation of any such lien or other encumbrance, in a manner consistent
with the Servicing Standard.



     (o) Monitor all UCC financing statements and certificates of title, and file all UCC
continuation statements as necessary to avoid a lapse in continuation of a security interest in any
Collateral constituting personal property.



     2.4 Other.



     (a) The Owner hereby authorizes the Servicer, at the Servicer’s option, to bring or defend any
claim, action, arbitration, litigation or other similar proceeding, in the name of the Owner, to
effectuate the servicing of the Assets. Without limiting the preceding sentence, the Servicer may
also assert claims or defend against claims involving the insurance coverage with respect to the
Assets. To the extent that the Servicer incurs any fees, costs, liabilities, judgments, attorney’s
fees in connection with the circumstances described in this Section 2.4(a), the Servicer shall be
entitled to be reimbursed for these items as Servicing Advances.



     (b) The Owner shall execute powers of attorney to the Servicer and furnish it with any other
documents as the Servicer shall reasonably request to enable the Servicer to carry out its
servicing and administrative duties hereunder. The Owner shall execute any documentation furnished
to it by the Servicer for recordation by the Servicer in the appropriate jurisdictions, as shall be
necessary to effectuate the foregoing.



     (c) Subject to Section 2.15, if Owner (i) enters or is placed into receivership or
participates in or otherwise becomes subject to any similar insolvency proceeding, (ii) ceases to
continue as a going concern, or (iii) ceases to offer deposit accounts, the Servicer may transfer



15









 




the funds and investments in the Custodial Accounts and any Escrow Accounts, or in any other
accounts required to be held at Owner pursuant to this Agreement or any Appendix, to Eligible
Accounts in any other depository.




     2.5 Accounting, Remittances and Owner Reporting.



     Unless otherwise provided in the applicable Appendix or the FDIC Servicing Obligations, and
subject to Section 2.15 hereof, the Servicer shall:



     (a) On each Servicer Remittance Date, remit by wire or ACH transfer of immediately available
funds to the Owner all amounts deposited in the related Custodial Account relating to the related
Assets as of the close of business on the final Business Day of the related Collection Period, net
of charges against and withdrawals from the Custodial Account permitted pursuant to this Agreement.



     (b) The Servicer shall remit the amounts described in this Section 2.5 by wire or ACH transfer
of immediately available funds to the account designated by the Owner.



     (c) Upon payment of a Loan in full and receipt from the Owner or its agent of any documents or
information necessary to effect such release, have prepared and file any necessary release or
satisfaction documents, continue servicing of the Asset pending final settlement, and refund any of
the Borrower deposits.



     (d) Make applicable Loan Rate adjustments in compliance with the related Asset Documents,
Applicable Requirements and the Servicing Standard. The Servicer shall execute and deliver all
appropriate notices required by the related Asset Documents, Applicable Requirements and the
Servicing Standard of applicable information regarding such interest rate adjustment, and methods
of implementation of such interest rate adjustments and of all prepayments of any Asset hereunder
by the Borrower.



     (e) Furnish reports in the format provided in Exhibit A hereto on or before the fifth (5th)
Business Day of each calendar month, with respect to the preceding Collection Period, and such
other reports (or copies of reports) in the format and on the dates set forth in the related
Appendices or in the Operating Procedures, once adopted, or as otherwise mutually agreed by the
parties during the period during which the Operating Procedures have not yet been adopted.



     (f) Perform such other customary duties and execute such other documents in connection with
its duties hereunder as the Owner from time to time reasonably may require subject to the
provisions of Section 2.5(g) hereof.



     (g) In the event the Owner or the FDIC requests the Servicer to provide special reports or
data files or render other related services to the Owner or any third party in addition to those
set forth in this Agreement as of the date of this Agreement or the Operating Procedures as of the
date of the agreement of the parties thereto, the Servicer shall use commercially reasonable
efforts to promptly provide said reports, data files, or related services subject to the payment of
additional separate fees or charges reasonably reflecting the additional costs and expense to
Servicer, to be determined in advance and agreed to in writing by the Owner and the Servicer. The
Servicer cost of such reports, data files or related services including related delivery costs, in



16









 




accordance with the negotiated fee schedule, shall thereupon be a part of the Servicing Fees
hereunder.




     (h) Servicer shall provide Owner advance notice with respect to any single Servicing Advance
(other than a Servicing Advance made pursuant to Section 2.3(j) for taxes or Section 2.3(k) for
insurance) that exceeds $10,000, and provide Owner five (5) Business Days to provide notice of its
objection to the Servicing Advance. Owner shall provide notice of its agreement or objection to
such Servicing Advance as soon as practicable, and if its does not provide notice of an objection
within five (5) Business Days of delivery of Servicer’s notice of such Servicing Advance, it shall
be deemed to have agreed to such Servicing Advance. Servicer shall not make any Servicing Advance
to which Owner objects in accordance with this Section unless Servicer is required by Applicable
Requirements to make such Servicing Advance. Notwithstanding the provisions of Section 10.10 of
this Agreement, to the extent provided in an applicable Appendix or otherwise agreed by the
parties, the notices required pursuant to this Section may be delivered via electronic mail,
facsimile transmission or other means, and shall be delivered to specific individuals with
authority over such matters.



     2.6 Delinquency Control.



     The Servicer shall in accordance with the Servicing Standard:



     (a) Be responsible for protecting the Owner’s interest in the Assets by dealing effectively
with the Borrowers who are delinquent or in default. The Servicer’s delinquent Asset servicing
program shall include an adequate accounting system which will immediately and positively indicate
the existence of delinquent Assets, a procedure that provides for sending delinquent notices, and
assessing late charges, and a procedure for the individual analysis of distressed or chronically
delinquent Assets;



     (b) Maintain a collection department and an on-line automated collection system that
substantially complies with the Servicer’s collection guidelines, as applicable; and



     (c) Provide the Owner with a month-end collection and delinquency report identifying any
delinquent Assets, and from time to time as the need may arise, provide the Owner with Asset
service reports relating to any items of information which the Servicer is otherwise required to
provide hereunder, or detailing any matters the Servicer believes should be brought to the special
attention of the Owner.



     2.7 Foreclosure and Other Similar Realization on Collateral.



     (a) The Servicer shall use its best efforts, consistent with the Servicing Standard, to
foreclose upon or otherwise comparably convert the ownership of Collateral securing such of the
Assets (if any) as come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments or for other disposition of such Assets. To the
extent the Acquired Collateral was subject to the UCC, Servicer may exercise all of Owner’s rights
and remedies as a secured creditor under the UCC, and under the Asset Documents, including selling
the interests of the Borrower in the Collateral at public or private sale, in the entirety or in
separate parts, as the Servicer may determine. The Servicer shall be initially responsible for all
costs and expenses incurred by it in any such proceedings; provided, however,



17









 




that such costs and expenses will be recoverable as Servicing Advances by the Servicer. The
foregoing is subject to the provision that, in any case in which Collateral shall have suffered
damage that is not covered by a hazard Insurance Policy or other Insurance Policy, the Servicer
shall not be required to expend its own funds toward the restoration of such Collateral unless it
shall determine in its discretion that such restoration will increase the net Liquidation Proceeds
for the related Asset after reimbursement to itself for such expenses and that such expenses will
be recoverable to it through Liquidation Proceeds or otherwise.




     (b) As an alternative to foreclosure or comparable conversion of the ownership of Collateral,
subject to the terms of any applicable Loss Share Agreement, the Servicer may sell a defaulted
Asset if the Servicer determines that such a sale is likely to increase the amount of Liquidation
Proceeds, and any such sale of a defaulted Asset by the Servicer shall be effected in a manner
expected, in the reasonable judgment of the Servicer, to maximize Liquidation Proceeds.
Notwithstanding the forgoing, the Servicer has no duty to pursue Asset sales as part of its loss
mitigation procedures.



     (c) Notwithstanding the foregoing provisions of this Section 2.7 or any other provision of
this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual
notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the
related Mortgaged Property, the Servicer shall neither obtain title to such Mortgaged Property as a
result of or in lieu of foreclosure or otherwise, nor otherwise acquire possession of, or take any
other action with respect to, such Mortgaged Property, if, as a result of any such action, the
Owner would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or
any comparable law, unless the Servicer has also previously determined, based on its reasonable
judgment and a report prepared by a Person that regularly conducts environmental audits in
accordance with customary industry standards, that:




     (i) such Mortgaged Property is in compliance with applicable environmental laws or, if
not, that it would be in the best economic interest of the Owner to take such actions as are
necessary to bring the Mortgaged Property into compliance therewith; and




     (ii) there are no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials, hazardous wastes or
petroleum-based materials for which investigation, testing, monitoring, containment,
clean-up or remediation could be required under any federal, state or local law or
regulation, or that if any such materials are present for which such action could be
required, that it would be in the best economic interest of the Owner to take such actions
with respect to the affected Mortgaged Property.



     (d) With respect to each Mortgage Loan, the Servicer shall make the determination described
above on the basis of a report prepared by a Person that regularly conducts environmental audits in
accordance with customary industry standards, without regard to whether the Servicer has received
notice or has actual knowledge of the presence of any toxic or hazardous substances on the related
Mortgaged Property.



18









 





     (e) The cost of the environmental audit report contemplated by this Section 2.7 shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor as a Servicing
Advance.



     (f) If the Servicer determines, as described above, that it is in the best economic interest
of the Owner to take such actions as are necessary to bring any such Mortgaged Property into
compliance with applicable environmental laws, or to take such action with respect to the
containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall
take such action as it deems to be in the best economic interest of the Owner; provided, however,
that Servicer shall not take any such action without Owner’s prior written consent if the aggregate
cost thereof would exceed Ten Thousand Dollars ($10,000). The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s
right to be reimbursed therefor as a Servicing Advance.



     (g) Notwithstanding the foregoing provisions of this Section or any other provision of this
Agreement, the Servicer shall not foreclose upon or otherwise comparably convert the ownership of
Collateral securing an Asset if in the reasonable judgment of the Servicer it would not be in the
best economic interests of the Owner to do so. In such event, the Servicer will not be required to
make any further Servicing Advances in connection with the Asset.



     2.8 Acquired Collateral.



     Except to the extent that the Applicable Requirements or any applicable Appendices provide
otherwise, the following provisions shall apply to the management and disposition of Acquired
Collateral:



     (a) The deed, title, or certificate or bill of sale to any Acquired Collateral shall be taken
in the name of the Owner or an entity designated by Owner.



     (b) Subject to Section 2.15 hereof, the Servicer shall segregate and hold all funds collected
and received in connection with the operation of any Acquired Collateral separate and apart from
its own funds and general assets and shall establish and maintain with respect to Acquired
Collateral an account held in trust for the Owner (the “Acquired Collateral Account”), which shall
be an Eligible Account. The Servicer shall be permitted to allow the Custodial Account to serve as
the Acquired Collateral Account, subject to separate ledgers for each Acquired Collateral. The
Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the
Acquired Collateral Account.



     (c) The Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in connection with any
Acquired Collateral as are consistent with the manner in which the Servicer manages and operates
similar property owned by the Servicer or any of its Affiliates, all on such terms and for
such period as the Servicer deems to be in the best interests of the Owner. Subject to Section 2.15
hereof, in connection therewith, the Servicer shall deposit, or cause to be deposited, in the
Acquired Collateral Account all revenues received by it with respect to an Acquired Collateral and
shall withdraw therefrom funds necessary for the proper operation, management and



19









 




maintenance of such Acquired Collateral including, without limitation: (i) all insurance
premiums due and payable in respect of such Acquired Collateral; (ii) all taxes and assessments in
respect of such Acquired Collateral that may result in the imposition of a lien thereon; and (iii)
all costs and expenses necessary to maintain such Acquired Collateral. To the extent that amounts
on deposit in the Acquired Collateral Account with respect to an Acquired Collateral are
insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such
Acquired Collateral, the Servicer shall advance from its own funds such amount as is necessary for
such purposes if, but only if, the Servicer would make such advances if the Servicer owned the
Acquired Collateral.




     (d) Upon request by the Owner or in the Servicer’s discretion, with respect to any Acquired
Collateral, the Servicer shall obtain estimations of the value of the Acquired Collateral from
parties selected by the Servicer, which may be broker price opinions if the Acquired Collateral is
real property, and shall solicit, in a commercially reasonable manner, bids for the purchase of
such Acquired Collateral.



     (e) Each disposition of Acquired Collateral shall be carried out by the Servicer at such price
and upon such terms and conditions as the Servicer reasonably determines to be in the best interest
of the Owner and provided the sales price and the related terms and conditions are results of
arm’s-length negotiation. To the extent the Acquired Collateral was subject to the UCC, Servicer
may exercise all of Owner’s rights and remedies as a secured creditor under the UCC, and under the
Asset Documents, including selling the Acquired Collateral at public or private sale, in the
entirety or in separate parts, as the Servicer may determine. The proceeds of sale of the Acquired
Collateral shall be promptly deposited in the Acquired Collateral Account. As soon as practical
thereafter the expenses of such sale shall be paid and the Servicer shall reimburse itself for any
related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made
pursuant to this Section, and on the Servicer Remittance Date immediately following the date on
which such sale proceeds are received, the net cash proceeds of such sale remaining in the Acquired
Collateral Account shall be distributed to the Owner.



     (f) Subject to Section 2.15 hereof, in addition to the withdrawals from the Custodial Account
permitted under Section 2.3(e), the Servicer may from time to time make withdrawals from the
Acquired Collateral Account for any Acquired Collateral to reimburse itself for unreimbursed
Servicing Advances made in respect of such Acquired Collateral or the related Loan. On the Servicer
Remittance Date, the Servicer shall withdraw from each Acquired Collateral Account maintained by it
and remit to the Owner the income from the related Acquired Collateral received during the prior
calendar month, net of any withdrawals made pursuant hereto.



     (g) The Servicer shall file required information returns (or extensions, if necessary), if
any, with respect to the receipt of interest received in a trade or business, reports of
foreclosures and abandonments of any Collateral and cancellation of indebtedness income with
respect to any Collateral as required by the Code, to the extent set forth in the applicable
Appendix. Such reports shall be in form and substance sufficient to meet the reporting requirements
imposed by the Code and a copy thereof shall be sent to the Owner promptly after the filing
thereof.



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     2.9 Books and Records.



     (a) Upon written request of the Owner or of the FDIC, the Servicer shall give Owner or its
authorized representative opportunity upon notice at any time during its normal business hours to
examine the Servicer’s books and records and operating procedures, at Owner’s or such
representative’s expense. Within ninety (90) days after the end of the Servicer’s fiscal year, the
Servicer, at its expense, shall cause a nationally recognized certified public accountant selected
and employed by it to provide the Owner with an audited statement of the Servicer’s financial
condition as of the close of its fiscal year. On or before sixty (60) days following the end of the
calendar year, the Servicer, at its expense, shall provide the Owner with an independent auditor’s
Type II report prepared in accordance with Statement on Auditing Standards (SAS) No. 70, Service
Organizations, covering the just ended calendar year. If Owner reasonably determines that such Type
II report would be insufficient, or would be provided too late, to meet Owner’s audit requirements,
Servicer shall give Owner and its auditors, upon notice at any time during its normal business
hours, access to Servicer’s books, records, facilities and personnel to conduct any required audit
to meet such internal audit requirements, at Owner’s or such auditor’s expense.



     (b) The Servicer shall make its servicing personnel available during regular business hours to
respond to reasonable inquiries from the Owner. Any additional requests for loan audit or
confirmations to be performed by the Servicer’s or Owner’s audit firm on the Assets shall be at the
sole expense of the requesting party. The Servicer will keep records in accordance with the
Applicable Requirements and industry standards pertaining to each Asset, and such records shall be
the property of the Owner and upon termination of this Agreement shall be delivered to the Owner or
a successor servicer, at Owner’s written request, at the Owner’s or Servicer’s expense as provided
in Section 5.3 hereof.



     (c) The Servicer shall provide to the Owner, and the supervisory agents and examiners of the
Owner (which, in the case of supervisory agents and examiners, may be required by applicable state
and federal regulations), (i) access to the Asset Documents, such access being afforded without
charge but only upon reasonable request and during normal business hours at the offices of the
Servicer, or (ii) at Owner’s request, copies of the Asset Documents, such copies being delivered to
the supervisory agents and examiners of the Owner at Owner’s cost.



     2.10 No Delinquency Advances.



     The Servicer shall not be obligated to make any advances for principal or interest payments in
respect of any Asset.



     2.11 No Prepayment Interest Shortfalls or Payments for Civil Relief Act Reductions.



     (a) The Servicer shall not be obligated to make any payments with respect to prepayment
interest shortfalls with respect to any Asset.



     (b) The Servicer shall not be obligated to make any payments with respect to amounts by which
interest collectible on a Loan is less than the interest that would normally be accrued on a Loan
at the Loan Rate as a result of application of the Servicemembers Civil Relief Act, as such may be
amended from time to time, and similar state and local laws and regulations.



21









 





     2.12 Reimbursement of the Servicer.



     In the event the Servicer is entitled to reimbursement for any Servicing Advances,
disbursements of principal under a Loan, or other expenses incurred under this Agreement (including
penalties, late fees or late charges incurred by the Servicer), any such request for reimbursement
shall be reasonably documented by the Servicer in accordance with the Servicing Standard. In the
event that amounts on deposit in the Custodial Account are insufficient to pay or reimburse the
Servicer (including in the event that no Custodial Account or funds in such a Custodial Account are
maintained, in accordance with Section 2.15 hereof) for (i) Servicing Advances, (ii) Servicing
Fees, (iii) disbursements of principal under Loans, (iv) expenses incurred by the Servicer in the
performance of its obligations under this Agreement, (v) penalties, late fees or late charges
incurred by the Servicer, provided Servicer has performed the related servicing in accordance with
the Servicing Standard, (vi) recovery of any amounts transferred to the FDIC Collection Account in
error, (vii) an amount equal to all Ancillary Income transferred into the FDIC Collection Account,
(viii) amounts described in Section 2.5(g), (ix) funds necessary for the proper operation,
management and maintenance of Acquired Collateral, as more fully provided in Section 2.8(c), and
expenses from the sale of Acquired Collateral in accordance with Section 2.8(e), (x) expenses and
costs incurred and reimbursable in accordance with Section 8.1 hereof, or (xi) any other costs,
expenses or amounts Owner has agreed to be liable for hereunder, the Servicer shall be entitled to
reimbursement from the Owner by providing the Owner with an invoice (and supporting documentation
required in accordance with the previous sentence) on the related Servicer Remittance Date, or on
any date on which the aggregate total of such amounts outstanding and payable or reimbursable to
Servicer exceed $300,000 (provided that such invoices shall not be provided any more frequent than
weekly), and the Owner shall make good faith efforts to reimburse Servicer in full as soon as
possible, but in no event later than ten (10) Business Days thereafter.



     2.13 Licenses.



     The Servicer shall maintain at all times during the term of this Agreement, without suspension
or revocation, all material licenses and approvals required by applicable regulatory agencies and
governmental authorities, including all material licenses and approvals necessary in each state or
jurisdiction, including, but not limited to the Commonwealth of Puerto Rico (“Puerto Rico”), where
Assets, Collateral and Borrowers are located if the laws of such state or jurisdiction require
licensing or qualification in order to conduct the business of the Servicer with respect to the
Assets, Collateral and Borrowers, including as contemplated in this Agreement, and in any event the
Servicer shall remain in compliance with the laws of any such state or jurisdiction to the extent
necessary to ensure the enforceability of the Assets.



     2.14 Confidentiality/Protecting Customer Information.



     The Servicer agrees that it shall comply in all material respects with the Owner’s standard
and customary “Politica de Manejo de la Información” applicable to the internal practices of Owner,
as provided to Servicer in writing prior to the date of this Agreement, as Owner may subsequently
update or amend such documents in writing from time to time (with reasonable advance written notice
to Servicer, not less than 30 days, and provided that if such updates or amendments would result in
the imposition of material additional costs or expenses to Servicer,



22









 




the parties shall in good faith negotiate an increase in Servicing Fees to reflect such costs
or expenses upon Servicer’s request), and with all applicable laws and regulations regarding the
privacy or security of all nonpublic personal information concerning Borrowers (“Customer
Information”) and shall maintain appropriate administrative, technical and physical safeguards to
protect the security, confidentiality and integrity of Customer Information, including, if
applicable, maintaining security measures designed to meet the Interagency Guidelines Establishing
Standards for Safeguarding Customer Information, 66 Fed. Reg. 8616 and complying with the privacy
regulations under Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the rules
promulgated thereunder. The Servicer shall not use Customer Information for any purpose other than
as reasonably necessary to fulfill its duties and obligations under this Agreement, and shall not
disclose, copy, sell, transfer, publish, display, or otherwise make any Customer Information
available to any third party without the prior written consent of Owner.




     2.15 Servicing During Term of FDIC Financing.



     Owner shall immediately notify Servicer in writing of the termination of the arrangements
contemplated in the Custodial and Paying Agency Agreement or the Collection Account as defined
therein (“FDIC Collection Account”), or any facts or circumstances, including but not limited to
notice from other parties to the FDIC Agreements, which could, with notice or the passage of time
or both, lead to such a termination. Notwithstanding anything to the contrary in this Agreement or
any Appendix, unless and until Owner provides Servicer with such notice, or Servicer otherwise has
actual knowledge of such termination, the following provisions shall apply with respect to the
related Assets:



     (a) The Servicer will provide its services in accordance with the terms of this Agreement,
except that the Servicer shall have none of the obligations provided in Section 2.3(e) (other than
in the first two sentences thereof), the first sentence of Section 2.3(l), Sections 2.5(a) and (b),
Section 2.8(b), the second sentence of 2.8(c), Section 2.8(f), or the second and fourth sentences
of Section 4.1.



     (b) Servicer shall deposit into the Custodial Account all amounts received by it which are
required to be deposited into the FDIC Collection Account in accordance with the Custodial and
Paying Agency Agreement, by no later than 9:00 a.m. Eastern Standard Time the second Business Day
after receipt, and shall provide Owner with the access and authority necessary to directly debit
the Custodial Account for the transfer of such amounts to the FDIC Collection Account.



     (c) Servicer shall not be responsible for establishment, maintenance, monitoring or
reconciling of the FDIC Collection Account, investment of any funds therein, or any remittances or
other withdrawals therefrom, or any other obligations under the FDIC Agreements not included in the
FDIC Servicing Obligations.



     2.16 Operating Procedures.



     Owner and Servicer shall use their reasonable, good faith efforts to develop and finalize the
Operating Procedures within 60 days after execution of this Agreement, provided each



23









 




acknowledges and agrees that the finalization of the Operating Procedures is not a
precondition to the transfer or servicing of any Assets. In the event of a conflict between the
Operating Procedures and the provision of this Agreement or any Appendix, this Agreement or the
Appendix, as applicable, shall control.




ARTICLE III

AGREEMENTS OF THE OWNER




     3.1 Transfer of Servicing.



     On or prior to the applicable Transfer Date, the Owner shall take or cause to be taken such
steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing
of the related Assets to the Servicer in accordance with applicable law and Applicable
Requirements, including any transfer instructions prescribed in any applicable Appendix, at its
sole cost and expense. Subject to the foregoing, Servicer shall use commercially reasonable efforts
to assist Owner in transferring the servicing of the related Assets to Servicer.



     3.2 Documentation.



     At its sole cost and expense, on or prior to the related Transfer Date, the Owner shall
provide the Servicer with:



     (a) All Asset Documents or records in its possession, other than Asset Documents delivered to
a custodian, with respect to which Owner shall ensure that Servicer can obtain such Asset Documents
directly from such custodian at all times during the term of this Agreement; and



     (b) Sufficient data and documentation for each Asset to enable the Servicer to place and
continue to service the Asset on its computer system.



     3.3 Transfer Notices.



     The Owner and the Servicer shall cooperatively (other than to the extent either party
individually is subject to related requirements pursuant to applicable law, in which case such
party shall), in accordance with Applicable Requirements:



     (a) Provide or cause to be provided any notices to Borrowers of the transactions contemplated
herein as required by applicable law and Applicable Requirements. The parties shall cooperate to
accomplish such notification in a timely and efficient manner as will best facilitate the
assumption by the Servicer of the servicing responsibilities.



     (b) Notify, or cause to be notified, as applicable, all insurers, by overnight or registered
mail, that all insurance premium billings related to the Assets must be sent to the Servicer.
Additionally, the Owner shall, prior to the Transfer Date, obtain or cause to be obtained the
written consent of any insurers that have the contractual right to approve the assumption of the
servicing responsibilities by the Servicer.



24









 





     (c) Notify, or cause to be notified, as applicable, taxing authorities of the assumption
of the servicing responsibilities by the Servicer and include instructions to deliver all notices
and tax bills to the Servicer or the applicable tax service provider, as the case may be, from and
after the Transfer Date.



     (d) Notify, or cause to be notified, as applicable, all attorneys who, on the Transfer Date,
are providing legal services to or on behalf of the Owner or with respect to the Assets in
connection with pending litigation, including but not limited to foreclosure litigation, involving
one or more of the Assets, of the transfer of the servicing rights and obligations with respect to
the Assets to the Servicer.



     3.4 Losses.



     Subject to the indemnification obligations provided under Article VIII hereof, the Owner shall
remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s
investment in the Assets. Anything herein contained in this Agreement to the contrary
notwithstanding, the representations, warranties and covenants of the Servicer contained in this
Agreement shall not be construed as a warranty or guarantee by the Servicer as to future payments
by any Borrower.



     3.5 Licenses.



     The Owner shall maintain at all times during the term of this Agreement, without suspension or
revocation, all material licenses and approvals required by applicable regulatory agencies and
governmental authorities, including all material licenses and approvals necessary in each state or
jurisdiction, including, but not limited to Puerto Rico, where Assets, Collateral and Borrowers are
located if the laws of such state or jurisdiction require licensing or qualification in order to
conduct business of the Owner with respect to the Assets, Collateral and Borrowers, including as
contemplated in this Agreement, and in any event the Owner shall remain in compliance with the laws
of any such state or jurisdiction to the extent necessary to ensure the enforceability of the
Assets.



     3.6 Confidentiality/Protecting Customer Information.



     The Owner agrees that it shall comply with all applicable laws and regulations regarding the
privacy or security of any Customer Information and shall maintain appropriate administrative,
technical and physical safeguards to protect the security, confidentiality and integrity of
Customer Information, including, if applicable, maintaining security measures designed to meet the
Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed. Reg.
8616 and complying with the privacy regulations under Title V of the Gramm-Leach-Bliley Act, 15
U.S.C. § 6801 et seq., and the rules promulgated thereunder.



25









 





ARTICLE IV

COMPENSATION




     4.1 Servicing Compensation.



     The Owner shall pay the Servicer on each the Servicer Remittance Date or such other date(s) as
provided in the applicable Appendix or as otherwise agreed to by the parties in writing, servicing
fees (the “Servicing Fees”) as set forth in the applicable Servicing Fee Schedule, without
withholding, retention or gross-up. Subject to Section 2.15 hereof, the Servicer, at its sole
option, may net the Servicing Fees (or a portion thereof) and any Ancillary Income that has been
deposited in the Custodial Account (or portion thereof) from the amounts on deposit in the
Custodial Account and the Owner hereby approves of such action. The Servicer shall also be entitled
to any and all Ancillary Income as additional compensation for the services provided hereunder.
Subject to Section 2.15 hereof, the Owner hereby authorizes the Servicer, to deduct and withdraw
the Servicing Fees and Ancillary Income that has been deposited in the Custodial Account from the
Custodial Account.



ARTICLE V

TERM AND TERMINATION




     5.1 Term.



     The term of this Agreement with respect to any Asset shall commence on the related Transfer
Date and shall extend to fifth (5th) anniversary of the date hereof, unless otherwise extended or
renewed by mutual written agreement of the parties hereto or earlier terminated pursuant to Section
5.2 below. If Servicer provides written notice to Owner, at least one hundred and eighty (180)
calendar days before the scheduled termination date, that it is willing to continue the servicing
of the Assets in accordance with the terms of this Agreement for an extension or renewal of the
terms of this Agreement, but the term of this Agreement expires due to Owner’s unwillingness to
agree thereto, then Owner shall pay the related Termination Fee, if any.



     5.2 Termination.



     (a) In the event that the Servicer materially breaches any of its obligations under this
Agreement, the Owner shall give prompt written notice to the Servicer. If such breach is not cured
by the Servicer within two (2) Business Days in the case of a breach of the Servicer’s obligation
to make the remittances required pursuant to Section 2.5, or within thirty (30) days in the case of
a breach of any other provision of this Agreement by the Servicer, after receipt of such notice,
the Owner may terminate this Agreement and shall have no obligation to pay the related Termination
Fee nor any portion thereof.



     (b) In the event that the Owner materially breaches any of its obligations under this
Agreement, the Servicer shall give prompt written notice to the Owner. If such breach is not cured
by the Owner within two (2) Business Days in the case of a breach of the Owner’s obligation to pay
the Servicer as required pursuant to Sections 2.12 and 4.1, or within thirty (30) days in the case
of a breach of any other provision of this Agreement by the Owner, after receipt



26









 




of such notice, the Servicer may terminate this Agreement. In connection with any such
termination, Owner shall pay the related Termination Fee, if any.




     (c) Upon ninety (90) calendar days’ written notice to the Servicer, the Owner may terminate,
without cause at its sole option, this Agreement with respect to some or all of the Assets,
provided that Owner shall pay the related Termination Fee, if any.



     (d) Upon one hundred and eighty (180) calendar days’ written notice to the Owner, the
Servicer may terminate, without cause at its sole option, this Agreement with respect to some or
all of the Assets. Owner shall have no obligation to pay the related Termination Fee nor any
portion thereof in connection with such a termination.



     (e) This Agreement shall automatically terminate with respect to any Assets upon the final
payoff or liquidation thereof, and any final accounting and remittances of proceeds with respect to
such Asset in accordance with this Agreement.



     5.3 Transfer Upon Termination; Costs and Expenses.



     In connection with any termination, the Servicer hereby agrees to transfer the servicing of
the applicable Assets that remain outstanding to the Owner or a successor servicer designated by
the Owner. Upon any termination of this Agreement or Assets subject to this Agreement, the Servicer
shall prepare, execute and deliver to the successor entity designated by the Owner any and all
Asset Documents and other instruments in its possession with respect to the related Assets, place
in such successor’s possession all related Assets, and, in a timely manner, 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 of the Assets and related Asset Documents
and data (i) at the Servicer’s sole cost and expense if the termination is pursuant to Section
5.2(a) or 5.2(d), or (ii) at the Owner’s sole cost and expense if the termination is for any other
reason. Owner shall remain responsible for such costs and expenses, as set forth in clause (ii) of
the preceding sentence, and any Termination Fees, as provided in this Section 5.3, and Sections 5.1
and 5.2, regardless of whether such amounts are payable by any other Persons under the FDIC
Agreements, or whether such termination is effected by any other Person with authority to act on
behalf of, or as successor in interest to, Owner, pursuant to the FDIC Agreements.



     5.4 Reimbursement.



     In connection with any termination or transfer, on the servicing transfer date, the Owner
shall reimburse the Servicer for all related unreimbursed Servicing Advances, advances of principal
on Loans, and expenses subject to recovery or reimbursement hereunder, and any related unpaid
Servicing Fees, net of any amounts owed to the Owner by the Servicer pursuant to this Agreement.



     5.5 Accounting.



     Upon termination of this Agreement, the Servicer shall additionally account for and turn over
to the Owner or the Owner’s designee all related funds collected hereunder, less the Servicing Fees
then due the Servicer, and deliver to the Owner, the Owner’s designee, as



27









 




applicable, all records and Asset Documents relating to each Asset then serviced and will
advise the Borrowers that their Loans will henceforth be serviced by the applicable successor
servicer in accordance with Applicable Requirements.




     5.6 Survival.



     The indemnification obligations and representations and warranties of the parties set forth in
this Agreement, the obligations of the parties set forth in Sections 2.12, 2.14, 3.4, 3.6, 4.1,
5.3, 5.4, 5.5, 5.6, 10.8, 10.9 and 10.10 of this Agreement, and any obligations of the parties in
the applicable Appendices that by their terms survive termination, shall survive the termination or
assignment of this Agreement.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE OWNER




     As of the date hereof and as of each Transfer Date, the Owner warrants and represents to the
Servicer as follows:



     6.1 Authority.



     The Owner is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all material licenses and approvals necessary to carry on
its business as now being conducted, including all licenses and approvals required by applicable
regulatory agencies and governmental authorities, and is licensed, qualified and in good standing
in each state or jurisdiction where Assets, Collateral and Borrowers are located if the laws of
such state or jurisdiction require licensing or qualification in order to conduct business of the
type conducted by the Owner as contemplated in this Agreement, and in any event the Owner is in
compliance with the laws of any such state or jurisdiction to the extent necessary to ensure the
enforceability of the terms of this Agreement.



     6.2 Authorization, Enforceability and Execution.



     The Owner has the absolute and unrestricted right, power, authority, and capacity to execute
and deliver this Agreement, and to perform its obligations hereunder. The Owner has duly
authorized, executed, and delivered this Agreement. This Agreement constitutes the legal, valid,
and binding obligation of the Owner, enforceable against it in accordance with its terms, except to
the extent bankruptcy, insolvency, reorganization, fraudulent conveyance, or similar laws affect
the enforcement of creditors’ rights generally. The signatory executing this Agreement on behalf of
the Owner is duly authorized to execute and deliver such document.



     6.3 No Conflict.



     Neither the execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby, nor compliance with its terms and conditions, shall: (a) violate, conflict
with, result in the breach of, or constitute a default under, be prohibited by, or require any
additional approval under any of the terms, conditions or provisions of the Owner’s



28









 




Articles of Incorporation or By-Laws, or of the Owner’s other formative documents, including
partnership, limited partnership or joint venture agreements, if any, or of any mortgage,
indenture, deed of trust, loan or credit agreement or instrument to which the Owner is now a party
or by which it is bound, or of any order, judgment or decree of any court or governmental authority
applicable to the Owner, (b) result in the violation of any law, rule, regulation, order, judgment
or decree to which the Owner or its property is subject, or impair the ability of the Servicer to
service the Assets or (c) result in the creation or imposition of any lien, charge or encumbrance
of any material nature upon any of the properties or assets of the Owner.




     6.4 No Consent.



     No consent, approval, authorization or order of any court or governmental agency,
instrumentality or body is required for the execution, delivery and performance by or compliance by
the Owner with this Agreement or if required, such approval has been obtained prior to the date of
execution hereof or related Transfer Date, as applicable.



     6.5 No Litigation.



     There is no litigation, proceeding, claim, demand or governmental investigation pending or, to
the knowledge of the Owner, threatened, nor is there any order, injunction or decree outstanding
against or relating to the Owner or the Assets, which could result in any material liability to the
Servicer or materially impair the ability of the Owner or Servicer to perform its obligations
hereunder; nor does the Owner know of any material basis for any such litigation, proceeding, claim
or demand or governmental investigation. The Owner is not in default in any material respect with
respect to any order of any court, governmental authority or arbitration board or tribunal to which
the Owner is a party or is subject, and the Owner is not in violation of any laws, ordinances,
governmental rules or regulations to which it is subject, which such default or violation might
materially and adversely affect any of the Assets or result in material cost or liability to the
Servicer.



     6.6 Statements Made.



     No representation, warranty or written statement made by the Owner in this Agreement or with
respect to any Assets, contains, or will contain, any untrue statement of a material fact or omits,
or will omit, to state a material fact necessary to make the statements contained herein or therein
not misleading.



     6.7 The Assets.



     The Owner hereby makes the following representations and warranties to the Servicer as of the
related Transfer Date only:



     (a) There are no accrued liabilities of the Owner with respect to the Assets or circumstances
under which such accrued liabilities will arise against the Servicer.



     (b) To the best of the Owner’s knowledge, the information set forth in the schedule of Assets
and the information contained on the electronic data file delivered to the Servicer is true and
correct in all material respects.



29









 





     (c) The Owner has, on or before the Transfer Date, delivered, or caused to be delivered
to the Servicer or the applicable custodian all of the books, records, data, files and other Asset
Documents, including records on microfiche, electronic form of their equivalent, in the Owner’s
possession or in the possession of the immediately preceding owner or servicer of the Assets.



     (d) The Owner is the record titleholder of each Asset, holding title sufficient to enable the
Servicer to foreclose upon or otherwise realize against the related Collateral in accordance with
this Agreement.



ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE SERVICER




     As of the date hereof and as of each Transfer Date, the Servicer warrants and represents to
the Owner as follows:



     7.1 Authority.



     The Servicer is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all material licenses and approvals necessary to carry on
its business as now being conducted, including all applicable licenses and approvals required by
Fannie Mae, Freddie Mac, the FHA and other applicable regulatory agencies and governmental
authorities, and is licensed, qualified and in good standing in each state or jurisdiction where
Assets, Collateral and Borrowers are located if the laws of such state or jurisdiction require
licensing or qualification in order to conduct business of the type conducted by the Servicer as
contemplated in this Agreement, and in any event the Servicer is in compliance with the laws of any
such state or jurisdiction to the extent necessary to ensure the enforceability of the terms of
this Agreement. Without limiting the general applicability of the foregoing, Servicer specifically
possesses all licenses and permits necessary in the Commonwealth of Puerto Rico in order to conduct
business of the type conducted by the Servicer as contemplated in this Agreement, and is duly
registered with the Puerto Rico Department of State to do business in the Commonwealth of Puerto
Rico as required in order to conduct business of the type conducted by the Servicer as contemplated
in this Agreement.



     7.2 Authorization, Enforceability and Execution.



     The Servicer has the absolute and unrestricted right, power, authority, and capacity to
execute and deliver this Agreement, and to perform its obligations hereunder. The Servicer has duly
authorized, executed, and delivered this Agreement. This Agreement constitutes the legal, valid,
and binding obligation of the Servicer, enforceable against it in accordance with its terms, except
to the extent bankruptcy, insolvency, reorganization, fraudulent conveyance, or similar laws affect
the enforcement of creditors’ rights generally. The signatory executing this Agreement on behalf of
the Servicer is duly authorized to execute and deliver such document.



     7.3 No Conflict.



     Neither the execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby, nor compliance with its terms and conditions, shall: (a) violate, conflict
with, result in the breach of, or constitute a default under, be prohibited by, or



30









 




require any additional approval under any of the terms, conditions or provisions of the
Servicer’s Certificate of Formation, Operating Agreement, or of the Servicer’s other formative
documents, including partnership, limited partnership or joint venture agreements, if any, or of
any mortgage, indenture, deed of trust, loan or credit agreement or instrument to which the
Servicer is now a party or by which it is bound, or of any order, judgment or decree of any court
or governmental authority applicable to the Servicer, (b) result in the violation of any law, rule,
regulation, order, judgment or decree to which the Servicer or its property is subject, or impair
the ability of the Servicer to service the Assets or (c) result in the creation or imposition of
any lien, charge or encumbrance of any material nature upon any of the properties or assets of the
Servicer.




     7.4 No Consent.



     No consent, approval, authorization or order of any court or governmental agency,
instrumentality or body is required for the execution, delivery and performance by or compliance by
the Servicer with this Agreement or if required, such approval has been obtained prior to the date
of execution hereof or related Transfer Date, as applicable.



     7.5 No Litigation.



     There is no litigation, proceeding, claim, demand or governmental investigation pending or, to
the knowledge of the Servicer, threatened, nor is there any order, injunction or decree outstanding
against or relating to the Servicer, which, if decided against the Servicer, could have a material
adverse effect upon any of the Assets, result in any material liability to the Servicer or
materially impair the ability of the Servicer to perform its obligations hereunder. The Servicer is
not in default in any material respect with respect to any order of any court, governmental
authority or arbitration board or tribunal to which the Servicer is a party or is subject, and the
Servicer is not in violation of any laws, ordinances, governmental rules or regulations to which it
is subject, which such default or violation might materially and adversely affect any of the Assets
or result in material cost or liability to the Owner.



     7.6 Statements Made.



     No representation, warranty or written statement made by the Servicer in this Agreement
contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state
a material fact necessary to make the statements contained herein or therein not misleading.



ARTICLE VIII

INDEMNIFICATION AND LIABILITY




     8.1 Standard of Liability; Indemnification.



     The Servicer shall not be liable to the Owner or its officers, employees, agents and directors
for any actions or omissions to act in connection with the servicing of the Assets pursuant to this
Agreement or for errors in judgment, except for actions or omissions to act of the Servicer which
involve the Servicer’s failure to abide by or comply with the Applicable Requirements. The Servicer
and any director, officer, employee or agent of the Servicer may



31









 




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 Servicer agrees to indemnify, defend, and hold harmless, the Owner, its officers,
employees, agents and directors from any liability, claim, loss, demand, action, damage,
assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees
(“Damages”), directly or indirectly resulting from or arising out of the Servicer’s failure to
abide by or comply with the Applicable Requirements.



     Except as otherwise expressly provided herein, the Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to its duties to service
the Assets in accordance with this Agreement and which in its opinion may involve it in any expense
or liability; provided, however, that the Servicer may, with the consent (not to be unreasonably
withheld) of the Owner, undertake any such action which it may deem necessary or desirable in
respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the
Servicer deems it necessary to defend any such action, the Servicer shall be entitled to
reimbursement from the related Custodial Account for its reasonable legal expenses and costs of
such action.



     8.2 Indemnification by the Owner.



     The Owner agrees to indemnify, defend, and holds harmless the Servicer, its officers,
employees, agents and directors from any Damages, directly or indirectly resulting from or arising
out of (i) the Owner’s failure to observe or perform any or all of the Owner’s covenants,
agreements, warranties or representations contained in this Agreement; (ii) the origination,
making, funding, sale or servicing of the Assets prior to the related Transfer Date or after the
related Termination Date, (iii) the absence or unavailability of any documents evidencing or
relating to an Asset, including but not limited to any documents necessary to service the Assets in
accordance with Applicable Requirements, other than to the extent resulting for the actions or
omissions of the Servicer, (iv) compliance with any instructions of the Owner to the extent that
compliance with such instructions does not comply with Applicable Requirements, or (v) the Owner’s
failure to observe or perform any or all of the Owner’s covenants, agreements, warranties or
representations contained in the FDIC Agreements, other than to the extent resulting from
Servicer’s failure to perform the FDIC Servicing Obligations in compliance therewith.



     8.3 Procedure for Indemnification.



     Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any
suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the
terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best
efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the
Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the
extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify
the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability
which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment
shall be asserted or suit, action or proceeding commenced



32









 




against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the
extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably
satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election
to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the
Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection
with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor
in connection with any such claim and make its personnel, books and records relevant to the claim
available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense,
conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such
claim, demand or assessment without the prior written consent of the Indemnitor, which consent
shall not be unreasonably withheld.




     8.4 Limits on Servicer Obligations.



     The Servicer shall not be responsible or liable for any obligations of Owner or any other
Person under any other agreement related to the Assets, other than as expressly set forth in this
Agreement or as a part of the FDIC Servicing Obligations, including but not limited to any
obligations of Owner under the FDIC Agreements other than the FDIC Servicing Obligations, or
obligations of Owner or any other Person under any agreements related to the origination, sale or
repurchase of the Assets.



ARTICLE IX

ANNUAL REPORTING




     9.1 Servicer Compliance Statement.



     On or before March 20 of each calendar year, commencing in 2011, the Servicer shall deliver to
the Owner one or more statements of compliance addressed to the Owner and signed by an authorized
officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the
immediately preceding calendar year (or applicable portion thereof) and of its performance under
this Agreement during such period has been made under such officer’s supervision, and (ii) to the
best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this 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.



     9.2 Report on Assessment of Compliance and Attestation.



     On or before March 20 of each calendar year, commencing in 2011, the Servicer shall, to the
extent applicable to the servicing of Assets serviced pursuant to this Agreement by Servicer during
the preceding calendar year, deliver to the Owner: (a) a report regarding the Servicer’s assessment
of compliance with applicable servicing criteria during the immediately preceding calendar year, as
required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended, and Item
1122 of Regulation AB with a related report of a registered public accounting firm for such
assessment of compliance; or (b) a Uniform Single Attestation Program audit report from its
independent auditors.



33









 





ARTICLE X

MISCELLANEOUS




     10.1 Independence of Parties.



     The Servicer shall have the status of, and act as, an independent contractor. Nothing herein
contained shall be construed to create a partnership or joint venture between the Owner and the
Servicer.



     10.2 Changes in Practices and Regulations.



     The parties hereto acknowledge that the standard practices and procedures of the servicing
industry, as well as applicable laws and regulations, change or may change over a period of time.
To accommodate these changes, the Servicer may from time to time notify the Owner in writing of
such material changes in practices, procedures, laws or regulations.



     10.3 Assignment of Servicing.



     This Agreement may not be assigned by the Servicer without the prior written consent of the
Owner; provided, however, that this Agreement shall be assumed by (i) any entity into which the
Servicer may be merged or consolidated, or any entity succeeding to the business of the Servicer;
provided, however, that the successor or surviving Person shall be an institution whose business
includes the servicing of mortgage loans or (ii) any Affiliate of the Servicer. This Section does
not prohibit the Servicer from engaging service providers to assist the Servicer in performance of
its obligations under this Agreement. This Section does not limit or impair the Servicer’s right to
terminate this Agreement in accordance with Section 5.2(d) of this Agreement. The Owner may not
assign this Agreement without the prior written consent of the Servicer; provided, however, that
this Agreement can be assigned to (i) any entity into which the Owner may be merged or
consolidated, or any entity succeeding to the business of the Owner; or
(ii) any Affiliate of the Owner.



     10.4 Prior Agreements.



     If any provision of this Agreement is inconsistent with any prior agreements between the
parties, oral or written, the terms of this Agreement shall prevail, and after the effective date
of this Agreement, the relationship and agreements between the Owner and the Servicer shall be
governed in accordance with the terms of this Agreement. Owner represents and warrants that it has
a provided true, correct and complete copies of all the FDIC Agreements to Servicer prior to the
date of this Agreement. The Servicer acknowledges that it has received the copies of the FDIC
Agreements so delivered by Owner, that it has examined the FDIC Agreements and is familiar with the
contents of the FDIC Agreements, and consents and covenants to serve as agent of Owner in
performing the FDIC Servicing Obligations thereunder.



     Owner shall provide Servicer with prompt written notice of any proposal to amend, change,
alter or modify any terms of the FDIC Agreements, and shall not agree to any amendment, change,
alternation of modification thereto which would affect the FDIC Servicing Obligations without
Servicer’s prior written consent. Without limiting Servicer’s right to withhold its written consent
for any reason, in the event Owner proposes to amend, change, alter



34









 




or modify and terms of an FDIC Agreements in a manner that would affect the FDIC Servicing
Obligations and result in the imposition of material additional costs or expenses to Servicer, the
parties good faith negotiation and agreement to an increase in Servicing Fees to reflect such costs
or expenses shall be a precondition to Servicer’s provision of its written consent.




     10.5 Entire Agreement.



     This Agreement contains the entire agreement between the parties hereto and cannot be modified
in any respect except by an amendment in writing signed by both parties.



     10.6 Invalidity.



     The invalidity of any portion of this Agreement shall in no way affect the remaining portions
hereof.



     10.7 Effect.



     Except as otherwise stated herein, this Agreement shall remain in effect until the Termination
Date, unless sooner terminated pursuant to the terms hereof.



     10.8 Damage Limitation.



     IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL OR
BUSINESS INTERRUPTION, ARISING OUT OF THIS AGREEMENT.



     10.9 Applicable Law.



     THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
OF PUERTO RICO. ANY ISSUE REGARDING ENFORCEABILITY OF THE ASSET DOCUMENTS OR DOCUMENTS RELATING TO
ACQUIRED COLLATERAL SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS SPECIFIED THEREIN, OR
APPLICABLE UNDER APPLICABLE LAW.



     10.10 Notices.



     All notices, requests, demands and other communications which are required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been duly given upon
receipt or upon three (3) Business Days after the delivery or mailing thereof, as the case may be,
sent by certified mail, return receipt requested, or by nationally recognized overnight carrier, to
the attention of the person named at the address set forth on the signature page hereof.



     10.11 Waivers.



     The Owner and the Servicer may:



35









 





     (a) Waive compliance with any of the terms, conditions or covenants required to be
complied with by the other hereunder; and



     (b) Waive or modify performance of any of the obligations of the other hereunder.



     The waiver by either party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other subsequent breach. Any and all waivers hereunder
must be evidenced by a written instrument executed by both the Owner and the Servicer as a
condition precedent to their effectiveness and validity.



     10.12 Binding Effect.



     This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



     10.13 Headings.



     Headings of the Articles and Sections in this Agreement are for reference purposes only and
shall not be deemed to have any substantive effect.



     10.14 Appendices, Schedules and Exhibits.



     The Appendices to this Agreement, and the exhibits and schedules to this Agreement and to the
Appendices, are hereby incorporated and made a part hereof and are integral parts of this
Agreement.



     10.15 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. Delivery of an executed counterpart of a signature page of this Agreement in Portable
Document Format (PDF) or other electronically imaged form, or by facsimile transmission, shall be
effective as delivery of a manually executed original counterpart of this Agreement.



[SIGNATURE PAGE TO FOLLOW]





36












 





     IN WITNESS WHEREOF, each party has caused this Agreement to be signed in its corporate
name on its behalf by its proper officials duly authorized as of the day, month and year first
above written.



	 	 	 	 	 
	 	Servicer:



BAYVIEW LOAN SERVICING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Richard O’Brien 	 
	 	 	Title:  	President
   	 
	 	 	Address:  	4425 Ponce de Leon Blvd.,
5th Floor

Coral Gables, Florida 33146

Tax Identification No.: 65-0925973 	 
	 
	 	Owner:



ORIENTAL BANK AND TRUST

 	 
	 	By:  	 	 
	 	 	Name:  	Ganesh Kumar 	 
	 	 	Title:  	Chief Operating Officer
      	 
	 	 	Address:   	Professional Office Park V

Oriental Center, 10th Floor

San Roberto St. #997

San Juan, PR 00926

Tax Identification No.: 66-0259436 	 



37









 






	 	 	 	 	 



Exhibit A




Reports




 











 





BAYVIEW
LOAN SERVICING




lnvcoll.rpt




Principal and Interest Collections For


6/30/2009




	 	 	 	 	 	 	 	 	 

	7/2/2009

	 	11:22:36 AM
	 	Page #
	 	 	1	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor
Loan ID	 	Investor
Loan ID	 	 	Received Date	 	 	Due Date	 	 	Principal
Collected	 	 	Interest
Collected	 	 	Service Fee
Collected	 	 	Net Interest
Collected	 
	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals for Pool/Group #
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Totals
	 	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






BAYVIEW
LOAN SERVICING




Invtb.rpt




					
	 	 	 	 	 
	7/2/2009
	 	Trial Balance For 6/30/2009
	 	 






			
	 	 	 
	     11:27:34 AM
	 	Page # 1






Investor ID/Name:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID	 	Borr Name	 	 	lnv Loan #	 	 	 	 	 	 	LP1 Date	 	 	P&I

Constant	 	 	Interest Rate	 	 	Serv Fee %	 	 	Net Yield	 	 	Principal Bal	 	 	Escrow Bal	 	 	Assist. Bal	 	 	Unapplied
Bal	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pool/Group#
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Subtotal	 	 	 	 	 	Loans	 	$	0.00	 	 	 	 	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor
	 	 	 	 	 	Total	 	 	0	 	 	Loans	 	$	0.00	 	 	 	 	 	 	 	 	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 











 





EXECUTION COPY




APPENDIX TO OMNIBUS ASSET SERVICING AGREEMENT




for



SINGLE FAMILY, MULTIFAMILY AND COMMERCIAL MORTGAGE LOANS



     This Appendix to Omnibus Asset Servicing Agreement for Single Family, Multifamily and
Commercial Mortgage Loans (“Appendix”) is agreed to by and between Oriental Bank and Trust (the
“Owner”), and Bayview Loan Servicing, LLC (the “Servicer”) as of June 9, 2010. This Appendix
supplements the Omnibus Asset Servicing Agreement by and between the parties dated as of June 9,
2010 (“Agreement”), and constitutes an “Appendix” as such term is used in the Agreement. In the
event of any conflict between this Appendix and this Agreement, this Appendix shall govern.
Capitalized terms used and not otherwise defined herein shall have the meanings provided in the
Agreement.



     With respect to the Single Family Mortgage Loans, Multifamily Mortgage Loans and Commercial
Mortgage Loans listed an Asset Schedule to be mutually agreed to by the Owner and Servicer and
attached hereto (the “Mortgage Loans”), the parties agree as follows:




	 	1.	 	Additional Definition. “Servicing Reserve Target Amount” shall mean the amount
(as determined in the reasonable discretion of the Servicer) to be deposited by the
Owner into the Servicing Reserve Account on the Transfer Date and from time to time
thereafter as required pursuant to Section 6 hereof. The Servicer may, from time to time,
increase or decrease the Servicing Reserve Target Amount.
	 
	 	2.	 	Transfer Date. The Transfer Date shall be June 15, 2010.
	 
	 	3.	 	General Servicing Obligation. Servicer shall administer the Mortgage Loans in
accordance with the applicable Asset Documents.
	 
	 	4.	 	Servicing Reserve Account. Servicer shall establish and maintain one or more
accounts (collectively, the “Servicing Reserve Account”), entitled “Bayview Loan
Servicing, LLC, as servicer for Oriental Bank and Trust, as Owner.” Each Servicing Reserve
Account shall be established and maintained with Owner, or as an Eligible Account as
permitted by Section 2.4(c) of the Agreement. The Servicer shall, from time to time, make
withdrawals from the Servicing Reserve Account for any of the following purposes: (i) to
make any Servicing Advances, (ii) to reimburse the Servicer for any Servicing Advances made
thereby, (iii) to withdraw any amounts deposited into the Servicing Reserve Account in
error; and (iv) following the Termination Date with respect to all the Mortgage Loans, to
clear and terminate the Servicing Reserve Account.
	 
	 	5.	 	Funding of Servicing Reserve Account. On the Transfer Date, Owner shall fund
the Servicing Reserve Account in an amount equal to the Servicing Reserve Target
Amount. In the event that amounts in the Servicing Reserve Account are below the Servicing
Reserve Target Amount, the Servicer may withdraw an amount from the Custodial Account
sufficient to meet the Servicing Reserve Target Amount. In the event that there are
insufficient funds in the Custodial Account to sufficiently fund the Servicing Reserve
Account, the Servicer may invoice the Owner (which invoice shall also include any
supporting documentation in accordance with the Servicing Standard) and Owner shall
transfer to the Servicer within ten (10) Business Days of receipt of such invoice for
deposit into the Servicing Reserve Account the amount necessary to reach the Servicing
Reserve Target Amount. Notwithstanding anything to the contrary in the Agreement, Servicer
shall have no obligation to use its own funds for Servicing Advances, provided, however,
that in the event Servicer funds any such Servicing Advances with its own funds, such
Servicing Advances shall remain recoverable as provided in the Agreement, and in addition
shall be recoverable from the Servicing Reserve Account as provided in this Appendix.
	 
	 	6.	 	Investment of Funds. Funds in each Servicing Reserve Account may be invested
only in Permitted Investments in accordance with Section 2.3(h) of the Agreement.
Income with respect




1









 












	 	 	 	to such investments of funds in the Servicing Reserve Account shall not be considered
Ancillary Income. Such income may be retained in the Servicing Reserve Account, but shall be
for the sole account of Owner and shall be payable to Owner following the Termination Date.
Owner shall be solely responsible for the amounts of any losses with respect to such
investments.
	 
	 	7.	 	Safeguarding Owner Interests. The Servicer shall be responsible for safeguarding the
Owner’s interest in the property and rights under the related Security Instruments by:






	 	a.	 	Attempting to secure any Collateral found to be vacant or abandoned.
	 
	 	b.	 	Maintaining in force at all times a blanket fidelity bond and a policy of errors and
omissions insurance coverage in an amount not less than $5 million.
	 
	 	c.	 	Disbursing loss settlements under any Insurance Policy, including:






	 	i.	 	Receiving reports of hazard insurance losses and assuring that proof of loss
statements are properly filed;
	 
	 	ii.	 	Authorizing the restoration and rehabilitation of the damaged Collateral;
	 
	 	iii.	 	Collecting, endorsing and disbursing the insurance loss proceeds and arranging
for progress inspections and payments, if necessary;
	 
	 	iv.	 	Complying with the Servicing Standards pertaining to settlement of insurance
losses; and
	 
	 	v.	 	In general, attempting to assure that the priority of the Security Instrument
is preserved by complying with the Servicing Standard.






	 	8.	 	Powers of Attorney. Owner shall furnish the Servicer with reasonably requested powers
of attorney in the form attached to this Appendix, and other documents necessary or
appropriate to enable the Servicer to carry out its servicing and administrative duties under
the Agreement and this Appendix with respect to the Mortgage Loans.
	 
	 	9.	 	Insurance. The Servicer shall use its reasonable efforts in accordance with the
Servicing Standard to cause the related Borrower to maintain, and if the Borrower does
not so maintain, shall itself maintain to the extent the Owner as holder has an insurable
interest, fire and hazard insurance with coverage on the related Collateral in the amounts
required under the relevant Asset Documents.
	 
	 	10.	 	Tax Reporting. The Servicer shall file required information returns (or extensions,
if necessary), if any, with respect to the receipt of interest received in a trade or
business, reports of foreclosures and abandonments of any Collateral and cancellation of
indebtedness income with respect to any Collateral as required by the Code. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed by the Code and
a copy thereof shall be sent to the Owner promptly after the filing thereof.
	 
	 	11.	 	Home Affordable Mortgage Program. Servicer shall service the Single Family Mortgage
Loans in accordance with the Home Affordable Modification Program, as issued by the
United States Treasury Department and administered by Fannie Mae (“HAMP”), the requirements of
which shall constitute a part of the Applicable Requirements with respect to the Single Family
Mortgage Loans. Servicer shall be entitled to retain, as additional compensation and Ancillary
Income under the Agreement and this Appendix, all incentive compensation and other amounts
payable to Servicer pursuant to HAMP.
	 
	 	12.	 	Servicing Fees.






	 	a.	 	General. Servicer shall be entitled to a monthly base servicing fee with
respect to each Mortgage Loan equal to one twelfth of the product of (i) eighty
five and one-half basis




2









 












	 	 	 	points (.855%) and (ii) the outstanding principal balance of such Mortgage Loan. With
respect to each Asset that is Acquired Collateral and each month until the disposition of such
Acquired Collateral, Servicer shall be entitled to a monthly base servicing fee equal to one
twelfth of the product of (i) eighty five and one-half basis points (.855%) and (ii) the unpaid
principal balance of the related Loan as of the date such Acquired Collateral was acquired in
respect of such Loan. Such fee shall be payable monthly in accordance with the Agreement,
computed on the basis of: (i) with respect to each Mortgage Loan, the same beginning principal
amount and period respecting which any related interest payment on such Mortgage Loan is
computed, and (ii) with respect to each Asset that is Acquired Collateral, the unpaid principal
balance of the related Loan as of the date such Acquired Collateral was acquired in respect of
such Loan. Such fee shall not be prorated for any month.
	 
	 	b.	 	Incentive Fees:






	 	 	 	     i. Servicer shall be entitled to an incentive fee (a “Non-Foreclosure Incentive Fee”) with
respect to each (a) deed-in-lieu of foreclosure obtained by the Servicer, or (b) discounted
liquidation of Mortgaged Property (or other Collateral) effectuated by the Servicer (a “Short
Sale”), in connection with a defaulted Mortgage Loan. The Non-Foreclosure Incentive Fee shall
be equal to one twelfth of the product of (x) the Loan Rate of the related Loan, and (y) the
unpaid principal balance of the related Loan, both calculated as of the date such deed-in-lieu
is obtained or the date on which such Short Sale proceeds are received in respect of the
related Loan, as applicable. Such Non-Foreclosure Incentive Fee shall be payable on the
Servicer Remittance Date immediately following the date on which such deed-in-lieu is obtained
or the date on which such Short Sale proceeds are received, as applicable.
	 
	 	 	 	     ii. Capitalized terms used but not otherwise defined in this subsection shall have the
meanings set forth in the Single Family Shared-Loss Agreement and the Commercial Shared-Loss
Agreement (collectively, the “Loss Share Agreements”). At such time that at least ninety
percent (90%) of the Shared-Loss Loans (which percentage shall be based upon the aggregate
unpaid principal balance of all Shared-Loss Loans at such time in comparison to the aggregate
unpaid principal balance of all Shared-Loss Loans serviced under the Agreement as of the date
of this Appendix) are no longer covered under the Loss Share Agreements (the “Loss Share
Incentive Determination Date”), Servicer shall be entitled to an incentive fee (the “Loss Share
Incentive Fee”). The Loss Share Incentive Fee shall be equal to the product of (a) two percent
(2%) and (b) the difference between the amount of the Projected Total Loss (defined below) and
Five Hundred Thirty-Three Million and 00/100 Dollars ($533,000,000). The Projected Total Loss
shall be an amount equal to the sum of (x) the aggregate amount of the Cumulative Loss Amounts
under the Single Family Shared-Loss Agreement and the cumulative Shared-Loss Amounts under the
Commercial Shared-Loss Agreement at the time of the Loss Share Incentive Determination Date,
and (y) the estimated amount of Losses (as calculated under the Loss Share Agreements) for the
remaining Shared-Loss Loans as mutually agreed by Owner and Servicer (the “Remaining Loss
Amount”). If the amount of the Loss Share Incentive Fee is equal to $0 or is negative, then
Servicer shall not receive a Loss Share Incentive Fee, nor shall Servicer be required to pay
any amounts to Owner.
	 
	 	 	 	     In the event Owner and Servicer are unable to agree on the Remaining Loss Amount after
having negotiated such matter, in good faith, for a fifteen (15) day period following the Loss
Share Incentive Determination Date, then the Remaining Loss Amount shall be determined by an
independent third party evaluator mutually selected by




3









 












	 	 	 	the Owner and Servicer, which party shall have such expertise in matters
concerning calculations under the Loss Share Agreements as the parties agree is
relevant. In the event Owner and Servicer are unable to agree on a mutually acceptable
independent third party evaluator within twenty (20) days after the Loss Share
Incentive Determination Date, then Owner and Servicer shall each select their own
independent third party evaluator upon two (2) days’ written notice to the other party,
whereupon the two (2) independent third party evaluators shall then select another
neutral independent third party evaluator within ten (10) days thereafter. Within ten
(10) days after the last to occur of the selection of a mutually acceptable third party
evaluator by Owner and Servicer or the selection of the three member panel of
independent third party evaluators as set forth above, the evaluator or evaluators, as
applicable, shall determine the Remaining Loss Amount and provide the same in writing
to the Owner and Servicer. Any determination by the evaluator(s) shall be conclusive
and binding on the parties hereto and not be subject to further dispute.
	 
	 	 	 	     The Loss Share Incentive Fee shall be payable to Servicer on the Servicer
Remittance Date immediately following the date on which the Remaining Loss Amount is
determined (either by mutually agreement of the parties or otherwise). Furthermore,
notwithstanding anything to the contrary contained in the Agreement or this Appendix,
in the event the Agreement is terminated pursuant to Sections 5.2(b) or (c) of the
Agreement after a date that is three (3) years after the date of this Appendix and
prior to the Loss Share Incentive Determination Date, then the Loss Share Incentive Fee
shall be deemed to be earned by Servicer as of the date of termination and shall become
due and payable immediately following the date on which the Remaining Loss Amount is
determined and shall be calculated in the manner set forth above after the Loss Share
Incentive Determination Date. The terms of this subsection, as well as the remedies
available as a result of breaches thereof, shall survive any termination of the
Agreement.
	 
	 	c.	 	Termination Fees. The Termination Fees with respect to any Mortgage
Loan, to the extent payable under the Agreement, shall be equal to: (i) if
such termination occurs on or before a date that is one (1) year after the date of
this Appendix, 12 times the average monthly Servicing Fee paid since the date of this
Appendix, or (ii) if such termination occurs after a date that is between one (1) and
five (5) years after the date of this Appendix, the Servicing Fees paid with respect
to such Mortgage Loan during the prior 6-month period.






	 	13.	 	Loss Share Agreement.






	 	a.	 	Servicer’s obligation to provide Owner with information and services in order
to facilitate Owner’s compliance with its obligations under the applicable Loss Share
Agreement pursuant to Section 2.1(d) of the Agreement, and any other obligations of
Servicer relating to such Loss Share Agreement set forth in the Agreement, shall
require, mean and include only:






	 	i.	 	With respect to the Single Family Mortgage Loans, provision
of the following information and services pertaining to that certain Single
Family Shared-Loss Agreement (the “Single Family Shared-Loss Agreement”)
attached as Exhibit 4.15A to the Purchase and Assumption Agreement by and
between Owner and the FDIC (in its individual capacity and as receiver) dated
as of April 30, 2010, in the form provided to Servicer on or prior to the date
of this Appendix:






	 	1.	 	To provide applicable data with respect to
the Shared-Loss Loans in
Servicer’s possession to be used by Owner to complete the “Monthly
Certificate” as defined therein in accordance with Section 2.1(b)




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	 	 	 	(Monthly Certificates) and Exhibit 1 (Monthly Certificate) of the Single Family
Shared-Loss Agreement, including the “PORTFOLIO PERFORMANCE STATUS” information on the
portfolio performance and summary schedule as shown in Exhibit 3 (Portfolio Performance and
Summary Schedule) of the Single Family Shared-Loss Agreement (but excluding the “POOL SUMMARY”
and “STATED THRESHOLD TRACKING” information from Exhibit 3), on or before the 10th Business
Day of each month.
	 
	 	2.	 	To provide monthly data download information in accordance with Section 2.1(c) (Monthly Data
Download) and Exhibit 2.1(c) of the Single Family Shared-Loss Agreement on or before the 10th
Business Day of each month.
	 
	 	3.	 	To conduct loss mitigation in accordance with the “Modification Guidelines” as set forth in
Section 2.1(a) (Loss Mitigation and Consideration of Alternatives) of the Single Family
Shared-Loss Agreement.
	 
	 	4.	 	To conduct sales of “Single Family Shared-Loss Loans” as defined therein in accordance with
Sections 4.1 (Assuming Institution Portfolio Sales of Remaining Shared-Loss Loans) and 4.2
(Assuming Institution’s Liquidation of Remaining Shared-Loss Loans) of the Single Family
Shared-Loss Agreement, as applicable.
	 
	 	5.	 	To calculate gain or loss on sales conducted pursuant to Sections 4.1 and
4.2 in accordance with Section 4.3 (Calculation of Sale Gain or Loss) of the Single Family
Shared-Loss Agreement, subject to the limitations provided in the following Section
13(a)(i)(6) of this Appendix, and deliver the results of such calculations on or before the
10th Business Day of each month.
	 
	 	6.	 	To calculate “Losses,” as defined therein, in accordance with the form and methodology
specified in the following exhibits to the Single Family Shared-Loss Agreement, as applicable,
and deliver the results of such calculations on or before the 10th Business Day of each month:






	 	a.	 	Exhibit 2a(1) (CALCULATION OF RESTRUCTURING LOSS — HAMP or FDIC LOAN
MODIFICATION);
	 
	 	b.	 	Exhibit 2a(2) (CALCULATION OF RESTRUCTURING LOSS —
2nd FDIC MODIFICATION);
	 
	 	c.	 	Exhibit 2b(1) (CALCULATION OF LOSS FOR SHORT
SALE LOANS — Loan written down to book value prior to Loss Share), provided Owner
provides Servicer with the information for “Book Value” to be incorporated therein
on or before the third (3rd) Business Day of each month;
	 
	 	d.	 	Exhibit 2b(2) (CALCULATION OF LOSS FOR SHORT
SALE LOANS — No Preceeding Loan Mod under Loss Share);
	 
	 	e.	 	Exhibit 2c(1) (CALCULATION OF FORECLOSURE LOSS
—  ORE or Foreclosure Occurred Prior to Loss Share
Agreement), provided Owner provides Servicer with the




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	 	 	 	information for “Book value at date of Loss Share agreement” to be
incorporated therein on or before the third (3rd) Business Day of each
month;
	 
	 	f.	 	Exhibit 2c(2) (CALCULATION OF FORECLOSURE LOSS
— During Term of the Agreement — No Preceeding Loan Mod under Loss Share),
provided Owner provides Servicer with any of the underlying information
concerning Assets modified prior to the applicable Transfer Date;
	 
	 	g.	 	Exhibit 2c(3) (CALCULATION OF FORECLOSURE LOSS -
Foreclosure after a Covered Loan Mod), provided Owner provides Servicer
with any of the underlying information concerning Assets modified prior to
the applicable Transfer Date;
	 
	 	h.	 	Exhibit 2d(1) (CALCULATION OF LOSS FOR UNRELATED
2ND LIEN CHARGE-OFF), provided Owner provides
Servicer with the information for “Charge-off amount (principal only)” to
be incorporated therein on or before the third (3rd) Business Day of each
month; and
	 
	 	i.	 	Exhibit 2d(2), provided Owner provides Servicer with
the “Loan sales price” to be incorporated therein within 2 Business Days of
the sale.






	 	ii.	 	With respect to the Multifamily Mortgage Loans and Commercial Mortgage Loans, provision of
the following information and services pertaining to that certain Commercial Shared-Loss
Agreement (the “Commercial Shared-Loss Agreement”) attached as Exhibit 4.15B to the Purchase
and Assumption Agreement by and between Owner and the FDIC (in its individual capacity and as
receiver) dated as of April 30, 2010, in the form provided to Servicer on or prior to the date
of this Appendix:






	 	1.	 	To provide on or before the 10th Business Day of each month a “loan level
download for all loans in the asset pool,” an “asset level download of commercial
ORE,” and “a performance report on the outstanding commercial and other pool assets
under loss share” as set forth on Exhibit 1 with respect to the “Shared-Loss Assets,”
as defined therein, serviced by Servicer, to be used by Owner in its preparation of
the “Quarterly Certificates,” as defined in Section 2.1(a) (Quarterly Certificates)
of the Commercial Shared-Loss Agreement.
	 
	 	2.	 	To manage, administer, and collect the “Shared-Loss Assets,” as defined
therein, in accordance with the following sections of the Commercial Shared-Loss
Agreement:






	 	a.	 	Sections 3.2(a)(i) and (ii), except that Owner shall be
responsible for all obligations relating to charge-offs and write downs;
	 
	 	b.	 	Section 3.2(a)(iii);
	 
	 	c.	 	Section 3.2(a)(v), provided the Servicer is only
obligated to retain sufficient staff to perform its duties under the
Agreement; and




6









 












	 	d.	 	Section 3.5(a), provided that Servicer is also the
servicer of the “Related Loan,” as such term is defined
therein, and Servicer has actual knowledge that such other loan
is a “Related Loan.”






	 	b.	 	In addition, the provisions described in Section 13(a)(i) and (ii) above
shall only apply with respect to a Mortgage Loan if it is a “Shared-Loss Loan,” as
such term is defined in the Single Family Shared-Loss Agreement or the Commercial
Shared-Loss Agreement, as applicable.
	 
	 	c.	 	Owner shall fully cooperate with Servicer and provide any necessary
information, and cause applicable third parties to cooperate and provide any necessary
information, as may be necessary or required in order for Servicer to provide the
information and services as described in Sections 13(a)(i) and (ii) above, including
but not limited to the specific cooperation and information to be provided by Owner as
described in Sections 13(a)(i) and (ii) above.
	 
	 	d.	 	Servicer shall not be obligated to provide any additional information or
services, or comply with any additional or revised provisions of the Single Family
Shared-Loss Agreement or the Commercial Shared-Loss Agreement, without its prior
written consent.






	 	14.	 	Junior Lien Loans. The Servicer may charge off any junior lien Loan that is
delinquent in excess of 180 days in accordance with the requirements of (i) the Single
Family Shared-Loss Agreement,
(ii) the Commercial Shared-Loss Agreement, or (iii) as otherwise provided in the Owner’s
examination criteria with respect to such charge-offs as provided by the Owner to the Servicer,
as applicable. Upon the occurrence of a full charge off of a Loan, the Servicer shall be
entitled to discontinue the servicing of the related Loan and may remove such Loan from its
servicing system and this Agreement. No Termination Fee shall be payable in respect of such
removed Loan.




7









 











     IN WITNESS WHEREOF, each party has caused this Appendix to be signed in its corporate
name on its behalf by its proper officials duly authorized as of the day, month and year first
above written.



	 	 	 	 	 
	 	Servicer:



BAYVIEW LOAN SERVICING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Richard O’Brien 	 
	 	 	Title:  	President 	 
	 	 	Address:  	4425 Ponce de Leon Blvd., 5th Floor
Coral Gables, Florida 33146
Tax Identification No.: 65-0925973 	 
	 
	 	Owner:



ORIENTAL BANK AND TRUST

 	 
	 	By:  	 	 
	 	 	Name:  	Ganesh Kumar 	 
	 	 	Title:  	Chief Operating Officer 	 
	 	 	Address:  	Professional Office Park V
Oriental Center, 10th Floor
San Roberto St. #997
San Juan, PR 00926
Tax Identification No.: 66-0259436 	 



8









 






	 	 	 	 	 



EXECUTION COPY




Asset Schedule




[SEE ATTACHED]




 











 





Form of Limited Power of Attorney




DEED NUMBER [          ]




LIMITED POWER OF ATTORNEY



     In this City of [                    ], Commonwealth of Puerto Rico, on this [                    (   )] day of
[                    ] of Two Thousand Ten (2010).



BEFORE




[                                        ]



     Attorney at Law and Notary Public in Puerto Rico, with offices at
[                                        ] and residence at [                               
         ], Puerto Rico.



APPEAR




     AS SOLE PARTY: ORIENTAL BANK & TRUST (the “Owner”)
(Employer Identification Number [                    ]), a banking institution organized under the laws of the
Commonwealth of Puerto Rico, herein represented by its authorized representative, [                    ]
(the “Authorized Representative”), of legal age, [married/single], [occupation], and a resident of
[          ], Puerto Rico, by authority conferred under a certificate of corporate resolution titled
“[          ]”, executed on [               ]
by [                         ], [Assistant] Secretary of the Owner,
before Notary Public [                    ] under affidavit number [                         ], which certificate of
corporate resolution was examined by me, the undersigned Notary, and is filed and of record in the
permanent
registry of the Registry of Property of
Puerto Rico.



     [AS WITNESS: [                         ], who is of legal age,
[married/single], [occupation] and a resident of [                    ], Puerto Rico].



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     I, the Notary, do hereby certify that I personally know the Authorized
Representative [and the witness], and I further certify on the basis of [his/her/their] statements
as to [his/her/their] age, civil status, occupation, and place of residence.



     In my judgment, the Authorized Representative has the necessary legal capacity to
execute this deed; and accordingly, he freely,
voluntarily, and on [his/her] own will and accord:



STATES




     FIRST: That the Owner has made, constituted, and appointed and by these presents does make,
constitute, and appoint BAYVIEW LOAN SERVICING, LLC (“Bayview”) (Employer Identification Number
[                    ]), a limited liability company organized under the laws of the State of Delaware having
address at
[                         ],
as its true and lawful attorney-in-fact to act in the name, place and
stead of the Owner for the purposes set forth below:



     This Limited Power of Attorney is given pursuant to that certain Omnibus Asset Servicing
Agreement by and between the Owner and Bayview dated [                         ], Two Thousand Ten (2010), (the
“Agreement”) to which reference is made for the definition of all capitalized terms herein.



     This Limited Power of Attorney is given with respect to each Loan serviced by Bayview pursuant
to the Agreement for the following, and only the following, purposes:



          (a) To execute, acknowledge, seal and deliver deed of trust/mortgage note
endorsements, assignments of deed of trust/mortgage and other recorded documents, satisfactions/
releases/reconveyances of deed of trust/mortgage, tax authority
notifications and declarations, deeds, bills of sale, and other



2









 







instruments of sale, conveyance, and transfer, appropriately completed, with all ordinary or
necessary endorsements, acknowledgments, affidavits, and supporting documents as may be necessary
or appropriate to effect its execution, delivery, conveyance, recordation or filing.



          (b) To (i) prepare, execute and deliver, on behalf of the Owner, any and all financing
statements, continuation statements and other documents or instruments necessary to maintain the
lien on the Collateral and related collateral; and modifications, waivers, consents, amendments,
discounted payoff agreements, forbearance agreements, cash management agreements or consents to or
with respect to any documents contained in the related servicing file; and any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and all other
instruments comparable to any of the types of instruments described in this clause (i), and (ii)
institute and prosecute judicial and non-judicial foreclosures, suits on promissory notes,
indemnities, guaranties or other documents, actions for equitable and/or extraordinary relief
(including, without limitation, actions for temporary restraining orders, injunctions, and
appointment of receivers), suits for waste, fraud and any and all other tort, contractual and/or
other claims of whatever nature, and to appear in and file on behalf of the Owner such pleadings or
documents as may be necessary or advisable in any bankruptcy action, state or federal suit or any
other action.



          (c) To transact business of any kind regarding the Mortgage Loans, and obtain an interest
therein and/or building thereon, as the Owner’s act and deed, to contract for, purchase, receive
and take possession and evidence of title in and to the property and/or to secure payment of a
promissory note or performance of any obligation or agreement.



3









 





          (d) To execute and deliver affidavits of debt, substitutions of trustee,
substitutions of counsel, non-military affidavits, notices of rescission, foreclosure deeds,
transfer tax affidavit, affidavits of merit, verification of complaint, notices to quit, bankruptcy
declarations for the purpose of filing motions to lift stays and other documents or notice filings
on behalf of the Owner in connection with foreclosure, bankruptcy and eviction actions.



          (e) To endorse and/or assign checks or negotiable instruments received by Bayview as an Asset
Payment.



     The
Owner further grants to its attorney-in-fact full authority to act in any manner both
proper and necessary to exercise the foregoing powers, and ratifies every act that Bayview may
lawfully perform in exercising those powers by virtue hereof.



     The Owner further grants to Bayview the limited power of substitution and revocation of
another party for the purpose and only for the purpose of endorsing or assigning notes or security
instruments in the Owner’s name, and hereby ratifies and
confirms all that the attorney-in-fact, or
its substitute or substitutes, shall lawfully do or cause to be done by authority of this power of
attorney and the rights and powers granted hereby.



     SECOND: In the exercise of the powers of authority granted and conferred hereunder, Bayview
may request the advice of counsel of his own choice as to whether or not he should act or refrain
from acting. The Owner agrees that Bayview shall not be liable for loss or damage caused directly
or indirectly by invasion, insurrection, riot, war or public commotion or military or usurped power
or by order of any civil authority or other causes beyond the control
of Bayview, nor for any non-exercise of right or any power of authority conferred upon it, or for any other act except as
provided below.



4









 





     THIRD: Bayview shall indemnify, defend and hold harmless the Owner and its
successors and assigns from and against any and all losses, costs, expenses (including, without
limitation, actual attorneys’ fees), damages, liabilities, demands or claims of any kind
whatsoever, (“Claims”) arising out of, related to, or in connection with (i) any act taken by
Bayview (or its substitute or substitutes) pursuant to this Limited Power of Attorney, which act
results in a Claim solely by virtue of the unlawful use of this Limited Power of Attorney (and not
as a result of a Claim related to the underlying instrument with respect to which this Limited
Power of Attorney has been used), or (ii) any use or misuse of this Limited Power of Attorney in
any manner or by any person not expressly authorized hereby.



     FOURTH: Any word herein used in the singular shall denote the plural as the context so
requires and when used herein, the plural shall denote the singular as the context so requires.
Pronouns used herein whether masculine, feminine or neutral, shall be interpreted as the context so
requires.



ACCEPTANCE




     I, the Notary, hereby certify that I made to the Owner the pertinent legal warnings concerning
this deed, particularly emphasizing:



     [(a) The Owner’s right to have witnesses presence the execution of this deed];



     (b) The necessity of filing a certified copy of this deed at the corresponding public registry
within three (3) business days from the date of its execution as a condition to the effectiveness
of the Limited Power of Attorney granted hereby, and that said filing requires the payment of
certain fees; and



     (c) The possibility that the effectiveness of this deed may remain in suspense until such time
as the Owner submits documents that confirm



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the representative capacity of the Authorized Representative, which warning the Owner
understands and acquiesces to, and unequivocally agrees to provide any such documents upon request,
so that the validity of this deed shall never be undermined.



EXECUTION




     The foregoing is the deed executed by the appearing party, who accepts and ratifies it in all
its parts, as the same was drawn according to its instructions, I, the Notary, having made to the
appearing party the pertinent legal warnings.



     This deed was read by the appearing party, who ratifies the same signing together with me, the
Notary, [and the witness,] all of whom affix their initials to each and every page of this deed as
required by the Notarial Law in force and sign it on its last page.



     I, the undersigned Notary, certify as to whatever is stated or written on this deed [and to
having complied with the requirement of unity of action (“unidad de acto”) and to having complied
with all formalities requested by the Notarial Law].




6











 





EXECUTION COPY




APPENDIX TO OMNIBUS ASSET SERVICING AGREEMENT




for



COMMERCIAL CONSTRUCTION LOANS



          This Appendix to Omnibus Asset Servicing Agreement for Commercial Construction Loans
(“Appendix”) is agreed to by and between Oriental Bank and Trust (the “Owner”), and Bayview Loan
Servicing, LLC (the “Servicer”) as of June 9, 2010. This Appendix supplements the Omnibus Asset
Servicing Agreement by and between the parties dated as of June 9, 2010 (“Agreement”), and
constitutes an “Appendix” as such term is used in the Agreement. In the event of any conflict
between this Appendix and this Agreement, this Appendix shall govern. Capitalized terms used and
not otherwise defined herein shall have the meanings provided in the Agreement.




          With respect to the Commercial Construction Loans listed in an Asset Schedule to be mutually
agreed to by the Owner and Servicer and attached hereto (“Commercial Construction Loans”), the
parties agree as follows:





	 	1.	 	Additional Definitions:






	 	a.	 	“Non Performing Commercial Construction Loan” shall mean a Commercial
Construction Loan for which an event of default has occurred under the applicable
Asset Documents and neither (i) cured within the cure period set forth in such
Asset Documents nor (ii) expressly waived in accordance with such Asset Documents
or Agreement.
	 
	 	b.	 	“Advance Reserve Target Amount” shall mean the amount (as determined in
the reasonable discretion of the Servicer) to be deposited by the Owner in to the
Advance Reserve Account on the Transfer Date and, from time to time thereafter as
required pursuant to section 5 hereof. The Servicer may, from time to time,
increase or decrease the Advance Reserve Target Amount.






	 	2.	 	Transfer Date. The Transfer Date shall be June 15, 2010.
	 
	 	3.	 	General Servicing Obligation. Servicer shall administer the Commercial
Construction Loans in accordance with the applicable Asset Documents, and enforce
the requirements of the Asset Documents against the related Borrower.
	 
	 	4.	 	Advance Reserve Account. Servicer shall establish and maintain one or more
accounts (collectively, the “Advance Reserve Account”), entitled “Bayview Loan
Servicing, LLC, as servicer for Oriental Bank and Trust, as Owner.” Each Advance Reserve
Account shall be established and maintained with Owner, or as an Eligible Account as
permitted by Section 2.4(c) of the Agreement. The Servicer shall, from time to time, make
withdrawals from the Advance Reserve Account for any of the following purposes: (i) to fund
disbursements of principal to the Borrowers or other Persons with respect to Commercial
Construction Loans in accordance with the Asset Documents; (ii) to reimburse the Servicer
for any unreimbursed advances by Servicer for such disbursements; (iii) to withdraw any
amounts deposited in error; and (iv) following the Termination Date with respect to all the
Commercial Construction Loans, to clear and terminate the Advance Reserve Account.
	 
	 	5.	 	Funding of Advance Reserve Account. On the Transfer Date, Owner shall fund the
Advance Reserve Account to the Advance Reserve Target Amount. In the event that
amounts in the Advance Reserve Account are below the Advance Reserve Target Amount, the
Servicer may withdraw an amount from the Custodial Account sufficient to meet the Advance
Reserve Target Amount. In the event that there are insufficient funds in the Custodial
Account to sufficiently fund the Advance Reserve Account, the Servicer may invoice the
Owner (which invoice shall also include any supporting documentation in accordance with the
Servicing Standard) and Owner shall transfer to the Servicer within ten (10) Business Days
of receipt of such invoice for




1









 












	 	 	 	deposit in to the Advance Reserve Account the amount necessary to reach the Advance Reserve
Target Amount. In the event Servicer funds any such advances with its own funds, such amounts
shall be deemed to be Servicing Advances, recoverable as provided in the Agreement, and in
addition shall be recoverable from the Advance Reserve Account, provided, however, that
notwithstanding anything to the contrary in this Appendix or the Agreement, Servicer shall have
no obligation to use its own funds for such purposes.
	 
	 	6.	 	Investment of Funds. Funds in each Advance Reserve Account may be invested only
in Permitted Investments in accordance with Section 2.3(h) of the Agreement. Income
with respect to such investments of funds in the Advance Reserve Account shall not be
considered Ancillary Income. Such income may be retained in the Advance Reserve Account, but
shall be for the sole account of Owner and shall be payable to Owner following the Termination
Date. Owner shall be solely responsible for the amounts of any losses with respect to such
investments.
	 
	 	7.	 	Nonperforming Loans. With respect to any Non Performing Commercial Construction Loan
or Acquired Collateral obtained in connection with a Non Performing Commercial
Construction Loan (which shall be subject to this Appendix): (a) Servicer shall not disburse
any further advances of principal, other than as required by the Assets Documents, (b)
Servicer shall prepare and provide to Owner for its approval a written plan for the continued
servicing and administration of the Commercial Construction Loan and/or Acquired Collateral
(“Asset Plan”), and (c) upon Owner’s approval of the applicable Asset Plan, shall service and
administer the Commercial Construction Loan and/or Acquired Collateral in accordance with the
Asset Plan. Owner shall promptly respond in writing to any requests for approval of the Asset
Plan, and if Owner fails to respond in writing within five (5) Business Days of delivery of a
proposed Asset Plan, such proposed Asset Plan shall be deemed to have been approved by Owner.
	 
	 	8.	 	Contractors and Others. Servicer shall administer the relationships with any
contractors, architects, engineers, surveyors, consultants, inspectors or other
Persons as required by the Asset Documents.
	 
	 	9.	 	Insurance. The Servicer shall use its reasonable efforts in accordance with the
Servicing Standard to cause the related Borrower to maintain, and if the Borrower does
not so maintain, shall itself maintain to the extent the Owner as holder has an insurable
interest, any such insurance required to be maintained by the Borrower and in the amounts
required under the relevant Asset Documents.
	 
	 	10.	 	Tax Reporting. The Servicer shall file required information returns (or extensions,
if necessary),  if any, with respect to the receipt of interest received in a trade or
business, reports of foreclosures and abandonments of any Collateral and cancellation of
indebtedness income with respect to any Collateral as required by the Code. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed by the Code and
a copy thereof shall be sent to the Owner promptly after the filing thereof.
	 
	 	11.	 	Construction Defects. Servicer shall not be liable for any (i) improvements that are
not constructed in accordance with the relevant plans and specifications, (ii)
improvements that have not been constructed in accordance with all applicable laws,
regulations, building codes, permits and licenses, or (iii) defects or deficiencies in any
design or construction, funded by a Commercial Construction Loan, and Owner shall indemnify,
defend, and hold harmless the Servicer, its officers, employees, agents and directors from any
Damages, directly or indirectly resulting from or arising out of such improvements, design or
construction.
	 
	 	12.	 	Servicing Fees.






	 	a.	 	General. Servicer shall be entitled to a monthly base servicing fee
with respect to each Commercial Construction Loan equal to one twelfth of the
product of (i) eighty five and




2









 






	 	 	 	one-half basis points (.855%) and (ii) the outstanding principal balance of such Commercial
Construction Loan. With respect to each Asset that is Acquired Collateral and each month until
the disposition of such Acquired Collateral, Servicer shall be entitled to a monthly base
servicing fee equal to one twelfth of the product of (i) eighty five and one-half basis points
(.855%) and (ii) the unpaid principal balance of the related Loan as of the date such Acquired
Collateral was acquired in respect of such Loan. Such fee shall be payable monthly in
accordance with the Agreement, computed on the basis of: (i) with respect to each Commercial
Construction Loan, the same beginning principal amount and period respecting which any related
interest payment on such Commercial Construction Loan is computed, and (ii) with respect to
each Asset that is Acquired Collateral, the unpaid principal balance of the related Loan as of
the date such Acquired Collateral was acquired in respect of such Loan. Such fee shall not be
prorated for any month.






	 	b.	 	Incentive Fees:






     i. Servicer shall be entitled to an incentive fee (a “Non-Foreclosure Incentive Fee”) with
respect to each (a) deed-in-lieu of foreclosure obtained by the Servicer, or (b) discounted
liquidation of Mortgaged Property (or other Collateral) effectuated by the Servicer (a “Short
Sale”), in connection with a defaulted Mortgage Loan. The Non-Foreclosure Incentive Fee shall
be equal to one twelfth of the product of (x) the Loan Rate of the related Loan, and (y) the
unpaid principal balance of the related Loan, both calculated as of the date such deed-in-lieu
is obtained or the date on which such Short Sale proceeds are received in respect of the
related Loan, as applicable. Such Non-Foreclosure Incentive Fee shall be payable on the
Servicer Remittance Date immediately following the date on which such deed-in-lieu is obtained
or the date on which such Short Sale proceeds are received, as applicable.




     ii. Capitalized terms used but not otherwise defined in this subsection shall have the
meanings set forth in the Single Family Shared-Loss Agreement and the Commercial Shared-Loss
Agreement (collectively, the “Loss Share Agreements”). At such time that at least ninety
percent (90%) of the Shared-Loss Loans (which percentage shall be based upon the aggregate
unpaid principal balance of all Shared-Loss Loans at such time in comparison to the aggregate
unpaid principal balance of all Shared-Loss Loans serviced under the Agreement as of the date
of this Appendix) are no longer covered under the Loss Share Agreements (the “Loss Share
Incentive Determination Date”), Servicer shall be entitled to an incentive fee (the “Loss Share
Incentive Fee”). The Loss Share Incentive Fee shall be equal to the product of (a) two percent
(2%) and (b) the difference between the amount of the Projected Total Loss (defined below) and
Five Hundred Thirty-Three Million and 00/100 Dollars ($533,000,000). The Projected Total Loss
shall be an amount equal to the sum of (x) the aggregate amount of the Cumulative Loss Amounts
under the Single Family Shared-Loss Agreement and the cumulative Shared-Loss Amounts under the
Commercial Shared-Loss Agreement at the time of the Loss Share Incentive Determination Date,
and (y) the estimated amount of Losses (as calculated under the Loss Share Agreements) for the
remaining Shared-Loss Loans as mutually agreed by Owner and Servicer (the “Remaining Loss
Amount”). If the amount of the Loss Share Incentive Fee is equal to $0 or is negative, then
Servicer shall not receive a Loss Share Incentive Fee, nor shall Servicer be required to pay
any amounts to Owner.




     In the event Owner and Servicer are unable to agree on the Remaining Loss Amount after
having negotiated such matter, in good faith, for a fifteen (15) day period following the Loss
Share Incentive Determination Date, then the Remaining Loss



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Amount shall be determined by an independent third party evaluator mutually selected by
the Owner and Servicer, which party shall have such expertise in matters concerning
calculations under the Loss Share Agreements as the parties agree is relevant. In the
event Owner and Servicer are unable to agree on a mutually acceptable independent third
party evaluator within twenty (20) days after the Loss Share Incentive Determination
Date, then Owner and Servicer shall each select their own independent third party
evaluator upon two (2) days’ written notice to the other party, whereupon the two (2)
independent third party evaluators shall then select another neutral independent third
party evaluator within ten (10) days thereafter. Within ten (10) days after the last to
occur of the selection of a mutually acceptable third party evaluator by Owner and
Servicer or the selection of the three member panel of independent third party
evaluators as set forth above, the evaluator or evaluators, as applicable, shall
determine the Remaining Loss Amount and provide the same in writing to the Owner and
Servicer. Any determination by the evaluator(s) shall be conclusive and binding on the
parties hereto and not be subject to further dispute.




     The Loss Share Incentive Fee shall be payable to Servicer on the Servicer
Remittance Date immediately following the date on which the Remaining Loss Amount is
determined (either by mutually agreement of the parties or otherwise). Furthermore,
notwithstanding anything to the contrary contained in the Agreement or this Appendix,
in the event the Agreement is terminated pursuant to Sections 5.2(b) or (c) of the
Agreement after a date that is three (3) years after the date of this Appendix and
prior to the Loss Share Incentive Determination Date, then the Loss Share Incentive Fee
shall be deemed to be earned by Servicer as of the date of termination and shall become
due and payable immediately following the date on which the Remaining Loss Amount is
determined and shall be calculated in the manner set forth above after the Loss Share
Incentive Determination Date. The terms of this subsection, as well as the remedies
available as a result of breaches thereof, shall survive any termination of the
Agreement.




	 	c.	 	Termination Fees. The Termination Fees with respect to any Commercial
Construction Loan, to the extent payable under the Agreement, shall be equal
to: (i) if such termination occurs on or before a date that is one (1) year after the
date of this Appendix, 12 times the average monthly base servicing fee paid since the
date of this Appendix, or (ii) if such termination occurs after a date that is between
one (1) and five (5) years after the date of this Appendix, the Servicing Fee paid
during the prior 6-month period.






	 	13.	 	Loss Share Agreement.






	 	a.	 	Servicer’s obligation to provide Owner with information and services in order
to facilitate Owner’s compliance with its obligations under the applicable Loss Share
Agreement pursuant to Section 2.1(d) of the Agreement, and any other obligations of
Servicer relating to such Loss Share Agreement set forth in the Agreement, shall
require, mean and include only provision of the following information and services
pertaining to that certain Commercial Shared-Loss Agreement (the “Commercial
Shared-Loss Agreement”) attached as Exhibit 4.15B to the Purchase and Assumption
Agreement by and between Owner and the FDIC (in its individual capacity and as
receiver) dated as of April 30, 2010, in the form provided to Servicer on or prior to
the date of this Appendix:






	 	i.	 	To provide on or before the 10th Business Day of each month a
“loan level download for all loans in the asset pool,” an “asset level
download of commercial ORE,” and “a performance report on the outstanding
commercial and other pool assets under loss share” as set forth on Exhibit 1
with respect to the “Shared-Loss Assets,” as defined therein, serviced by
Servicer, to be used by Owner in its




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	 	 	 	preparation of the “Quarterly Certificates,” as defined in Section 2.1(a)
(Quarterly Certificates) of the Commercial Shared-Loss Agreement.






	 	ii.	 	To manage, administer, and collect the “Shared-Loss Assets,”
as defined therein, in accordance with the following sections of the
Commercial Shared-Loss Agreement:






	 	1.	 	Sections 3.2(a)(i) and (ii), except that
Owner shall be responsible for all obligations relating to charge-offs
and write downs;
	 
	 	2.	 	Section 3.2(a)(iii);
	 
	 	3.	 	Section 3.2(a)(v), provided the Servicer is
only obligated to retain sufficient staff to perform its duties under
the Agreement; and
	 
	 	4.	 	Section 3.5(a), provided that Servicer is
also the servicer of the “Related Loan,” as such term is defined
therein, and Servicer has actual knowledge that such other loan is a
“Related Loan.”






	 	b.	 	In addition, the provisions described in Section 13(a) above shall only apply
with respect to a Commercial Construction Loan if it is a “Shared-Loss Loan,” as such
term is defined in the of the Commercial Shared-Loss Agreement.
	 
	 	c.	 	Owner shall fully cooperate with Servicer and provide any necessary
information, and cause applicable third parties to cooperate and provide any necessary
information, as may be necessary or required in order for Servicer to provide the
information and services as described in Section 13(a) above, including but not
limited to the specific cooperation and information to be provided by Owner as
described in Section 13(a) above.
	 
	 	d.	 	Servicer shall not be obligated to provide any additional information or
services, or comply with any additional or revised provisions of the Commercial
Shared-Loss Agreement without its prior written consent.






	 	14.	 	Junior Lien Loans. The Servicer may charge off any junior lien Loan that is delinquent in
excess of 180 days in accordance with the requirements of (i) the Commercial Shared-Loss
Agreement, or (ii) as otherwise provided in the Owner’s examination criteria with respect to
such charge-offs as provided by the Owner to the Servicer. Upon the occurrence of a full
charge off of a Loan, the Servicer shall be entitled to discontinue the servicing of the
related Loan and may remove such Loan from its servicing system and this Agreement. No
Termination Fee shall be payable in respect of such removed Loan.




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     IN WITNESS WHEREOF, each party has caused this Appendix to be signed in its corporate name on
its behalf by its proper officials duly authorized as of the day, month and year first above
written.



	 	 	 	 	 
	 	Servicer:



BAYVIEW LOAN SERVICING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Richard O’Brien 	 
	 	 	Title:  	President
       	 
	 	 	Address:  	4425 Ponce de Leon Blvd., 5th Floor
Coral Gables, Florida 33146

Tax Identification No.: 65-0925973 	 
	 
	 	Owner:



ORIENTAL BANK AND TRUST

 	 
	 	By:  	 	 
	 	 	Name:  	Ganesh Kumar 	 
	 	 	Title:  	Chief Operating Officer
      	 
	 	 	Address:   	Professional Office Park V

Oriental Center, 10th Floor

San Juan, PR 00926

Tax Identification No.: 66-0259436 	 



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Asset Schedule




[SEE ATTACHED]