exv4w2



 




Exhibit
4.2


EXECUTION
COPY




FREMONT MORTGAGE SECURITIES CORPORATION,




as Purchaser




and




FREMONT INVESTMENT & LOAN,




as Originator




MORTGAGE LOAN PURCHASE AGREEMENT




Dated as of July 1, 2005




Fixed-Rate and Adjustable-Rate Mortgage Loans




Fremont Home Loan Trust 2005-C,

Mortgage-Backed Certificates, Series 2005-C




 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I DEFINITIONS AND SCHEDULES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01.

	 	Sale of Mortgage Loans
	 	 	1	 
	Section 2.02.

	 	Obligations of the Originator Upon Sale
	 	 	2	 
	Section 2.03.

	 	Payment of Purchase Price for the Mortgage Loans
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01.

	 	Originator’s Representations and Warranties Relating to the Mortgage Loans
	 	 	3	 
	Section 3.02.

	 	Additional Originator’s Representations and Warranties
	 	 	3	 
	Section 3.03.

	 	Remedies for Breach of Representations and Warranties
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE IV ORIGINATOR’S COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01.

	 	Covenants of the Originator
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE V INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01.

	 	Indemnification
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE VI TERMINATION
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01.

	 	Termination
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VII MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01.

	 	Amendment
	 	 	10	 
	Section 7.02.

	 	Governing Law
	 	 	10	 
	Section 7.03.

	 	Notices
	 	 	10	 
	Section 7.02.

	 	Severability of Provisions
	 	 	11	 
	Section 7.05.

	 	Counterparts
	 	 	11	 
	Section 7.06.

	 	Further Agreements
	 	 	11	 
	Section 7.07.

	 	Intention of the Parties
	 	 	13	 
	Section 7.08.

	 	Successors and Assigns: Assignment of Purchase Agreement
	 	 	13	 
	Section 7.09.

	 	Survival
	 	 	13	 
	Section 7.10.

	 	Third Party Beneficiaries
	 	 	13	 
	Section 7.11.

	 	Confidentiality
	 	 	13	 






i









 






	 	 	 
	Exhibit A:

	 	Representations and Warranties Relating to the Mortgage Loans
	Exhibit B:

	 	Appendix E of the Standard & Poor’s Glossary for File Format for LEVELSÒ
Version 5.6b Revised
	Schedule A:

	 	Mortgage Loan Schedule






 









 





     THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of July 1, 2005 (the “Agreement”), is made and
entered into between Fremont Investment & Loan (the “Originator” or “Fremont”) and Fremont Mortgage
Securities Corporation (the “Purchaser”).



W I T N E S S E T H




     WHEREAS, the Originator is the owner of the notes or other evidence of indebtedness
(collectively, the “Mortgage Notes”) so indicated on Schedule A attached hereto and the other
documents or instruments constituting the Mortgage File (collectively, the “Mortgage Loans”); and



     WHEREAS, the Originator, as of the date hereof, owns the mortgages (collectively, the
“Mortgages”) on the properties (collectively, the “Mortgaged Properties”) securing the Mortgage
Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure
or otherwise and (b) the proceeds of any insurance policies covering such Mortgage Loans or the
related Mortgaged Properties or the obligors on such Mortgage Loans; and



     WHEREAS, the parties hereto desire that the Originator sell the Mortgage Loans to the
Purchaser pursuant to the terms of this Agreement; and



     WHEREAS, pursuant to the terms of that certain Pooling and Servicing Agreement dated as of
July 1, 2005 (the “Pooling and Servicing Agreement”) among the Purchaser, as depositor, Fremont, as
originator and servicer, HSBC Bank USA, National Association, as trustee (the “Trustee”), Wells
Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and trust
administrator (in such capacity, the “Trust Administrator”), the Purchaser will convey the Mortgage
Loans to Fremont Home Loan Trust 2005-C (the “Trust”).



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:


ARTICLE I


DEFINITIONS AND SCHEDULES



     Section 1.01. Definitions.



     Any capitalized term used but not defined herein and below shall have the meaning assigned
thereto in the Pooling and Servicing Agreement.


ARTICLE II


SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE



     Section 2.01. Sale of Mortgage Loans.



     The Originator, concurrently with the execution and delivery of this Agreement, does hereby
sell, transfer, assign, set over, and otherwise convey to the Purchaser, without recourse,



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(i) all of its right, title and interest in and to each of the Mortgage Loans, including the
related principal balance of such Mortgage Loan as of the Cut-off Date (the “Cut-off Date Principal
Balance”) and interest and principal received on or with respect thereto after the Cut-off Date,
other than such amounts which were due on the Mortgage Loans on or before the Cut-off Date; (ii)
property which secured such Mortgage Loan and which has been acquired by foreclosure, deed in lieu
of foreclosure or otherwise; (iii) its interest in any insurance policies in respect of the
Mortgage Loans; and (iv) all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid property.



     Section 2.02. Obligations of the Originator Upon Sale.



     In connection with the transfer pursuant to Section 2.01 hereof, the Originator further
agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this
Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans
have been sold to the Purchaser pursuant to this Agreement, (b) to deliver to the Purchaser and the
Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying
for each Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date
Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing
Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and
made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to
execute an Assignment of Mortgage in blank for each Mortgage Loan.



     In connection with such conveyance by the Originator, the Originator shall on behalf of the
Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the
Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or
before the Closing Date in the manner set forth in Section 2.01 of the Pooling and Servicing
Agreement.



     The Purchaser hereby acknowledges its acceptance of all right, title and interest to the
Mortgage Loans and other property, now existing or hereafter created, conveyed to it pursuant to
Section 2.01 hereof.



     The parties hereto intend that the transaction set forth herein be a non-recourse sale by the
Originator to the Purchaser of all of the Originator’s right, title and interest in and to the
Mortgage Loans and other property described above. Nonetheless, in the event the transaction set
forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security
interest in all of the Originator’s right, title and interest in, to and under the Mortgage Loans
and other property described above, whether now existing or hereafter created, to secure all of the
Originator’s obligations hereunder, and this Agreement shall constitute a security agreement under
applicable law. The Originator and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of the Pooling and Servicing Agreement.



2









 





     Section 2.03. Payment of Purchase Price for the Mortgage Loans.



     In consideration of the sale of the Mortgage Loans from the Originator to the Purchaser on the
Closing Date, the Purchaser agrees to pay to the Originator on the Closing Date by transfer of
immediately available funds, an amount equal to the gross proceeds received from the sale of the
Offered Certificates and the Class B3 Certificates and to transfer to the Originator or its
designee on the Closing Date the Class B3, C, P, R and RX Certificates (collectively, the “Purchase
Price”). The Originator shall pay, and be billed directly for, all reasonable expenses incurred by
the Purchaser in connection with the issuance of the Certificates, including, without limitation,
printing fees incurred in connection with the offering documents relating to the Certificates, fees
and expenses of Purchaser’s counsel, fees of the rating agencies requested to rate the
Certificates, accountant’s fees and expenses and the fees and expenses of the Trustee and the Trust
Administrator and other out-of-pocket costs, if any.


ARTICLE III


REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH



     Section 3.01. Originator’s Representations and Warranties Relating to the Mortgage
Loans.



     The Originator represents and warrants to the Purchaser the representations and warranties set
forth in Exhibit A attached hereto with respect to each Mortgage Loan as of the Closing Date (or as
of such date specifically provided therein).



     Section 3.02. Additional Originator’s Representations and Warranties.



     The Originator represents, warrants and covenants to the Purchaser as of the Closing Date (or
as of such other date specifically provided herein) that:



     (a) The Originator is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or formation and has all licenses necessary to
carry on its business as now being conducted and is licensed, qualified and in good standing in
each state wherein it owns or leases any material properties or where a Mortgaged Property is
located, if the laws of such state require licensing or qualification in order to conduct business
of the type conducted by the Originator, and in any event the Originator is in compliance with the
laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage
Loan in accordance with the terms of this Agreement; the Originator has the full corporate power,
authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and
deliver this Agreement and to perform its obligations hereunder; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be delivered pursuant to
this Agreement) by the Originator and the consummation of the transactions contemplated hereby have
been duly and validly authorized; this Agreement and all agreements contemplated hereby have been
duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of
the Originator, regardless of whether such enforcement is sought in a proceeding in equity or at
law; and all requisite corporate action has



3









 







been taken by the Originator to make this Agreement and all agreements contemplated hereby
valid and binding upon the Originator in accordance with their terms;



     (b) Neither the execution and delivery of this Agreement, the acquisition or origination of
the Mortgage Loans by the Originator, the sale of the Mortgage Loans to the Purchaser, the
consummation of the transactions contemplated hereby and by the Pooling and Servicing Agreement,
nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict
with or result in a breach of any of the terms, conditions or provisions of the Originator’s
charter, by-laws or other organizational documents or any legal restriction or any agreement or
instrument to which the Originator is now a party or by which it is bound, or constitute a default
or result in an acceleration under any of the foregoing, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Originator or its property is subject, or
result in the creation or imposition of any lien, charge or encumbrance that would have material
adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of
trust or other instrument, or impair the ability of the Purchaser to realize on the Mortgage Loans,
impair the value of the Mortgage Loans, or impair the ability of the Purchaser to realize the full
amount of any insurance benefits accruing pursuant to this Agreement;



     (c) The Originator does not believe, nor does it have any reason or cause to believe, that it
cannot perform each and every covenant contained in this Agreement. The Originator is solvent and
the sale of the Mortgage Loans will not cause the Originator to become insolvent. The sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Originator’s
creditors;



     (d) Immediately prior to the delivery of each Mortgage Loan, the Originator was the owner of
the related Mortgage and the indebtedness evidenced by the related Mortgage Note. In the event
that the Originator retains record title, it shall retain such record title to each Mortgage, each
related Mortgage Note and the related Mortgage Files with respect thereto in trust for the
Purchaser or its assignee as the owner thereof and only for the purpose of servicing and
supervising the servicing of each such Mortgage Loan;



     (e) There is no action, suit, proceeding or investigation pending or, to the best of the
Originator’s knowledge, threatened against the Originator, before any court, administrative agency
or other tribunal (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement, (iii) which, either in any
one instance or in the aggregate, is likely to result in any material adverse change in the
business, operations, financial condition, properties or assets of the Originator, or in any
material impairment of the right or ability of the Originator to carry on its business
substantially as now conducted, or in any material liability on the part of the Originator, or
which would draw into question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of the Originator contemplated
herein, or which would be likely to impair materially the ability of the Originator to perform
under the terms of this Agreement, (iv) relating to fraud, or (v) relating to predatory lending, or
the Originator’s origination, servicing or closing practices which is likely to result in any
material adverse change in the business, operations, financial condition, properties or assets of
the Originator.



4









 





     (f) No consent, approval, authorization or order of, or registration or filing with, or notice
to any court or governmental agency is required for the execution, delivery and performance by the
Originator of or compliance by the Originator with this Agreement or the Mortgage Loans, the
delivery of a portion of the Mortgage Files to the Trustee or the sale of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement, or if required, such approval has
been obtained prior to the Closing Date;



     (g) The consummation of the transactions contemplated by this Agreement are in the ordinary
course of business of the Originator, and the transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by the Originator pursuant to this Agreement are not subject to the bulk
transfer or any similar statutory provisions in effect in any applicable jurisdiction;



     (h) Neither this Agreement nor any information, statement, tape, diskette, report, form, or
other document furnished or to be furnished by the Originator pursuant to this Agreement or any
Transaction Agreement or in connection with the transactions contemplated hereby contains or will
contain any material untrue statement of fact;



     (i) The Originator, as Servicer, has the facilities, procedures, and experienced personnel
necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The
Originator is duly qualified, licensed, registered and otherwise authorized under all applicable
federal, state and local laws, and regulations, and is in good standing to enforce, originate, sell
mortgage loans, and service mortgage loans in each jurisdiction wherein the Mortgaged Properties
are located;



     (j) The Originator is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing of the MERS
Mortgage Loans for as long as such Mortgage Loans are registered with MERS.



     (k) The Mortgage Loans were not intentionally selected from among the outstanding one- to
four-family mortgage loans in the Originator’s portfolio at the Closing Date as to which the
representations and warranties set forth in Exhibit A could not be made;



     (l) The Originator has delivered to the Purchaser financial statements as to its last three
complete fiscal years and any later quarter ended more than 60 days prior to the execution of this
Agreement. All such financial statements fairly present the pertinent results of operations and
changes in financial position for each of such periods and the financial position at the end of
each such period of the Originator and its subsidiaries and have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the periods involved,
except as set forth in the notes thereto or as required by the Originator’s regulator. There has
been no change in the business, operations, financial condition, properties or assets of the
Originator since the date of the Originator’s financial statements that would have a material
adverse effect on its ability to perform its obligations under this Agreement;



     (m) The Originator has been advised by its independent certified public accountants that under
generally accepted accounting principles the transfer of the Mortgage Loans may be treated as a
sale on the books and records of the Originator and the Originator has determined



5









 







that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale
treatment for tax and accounting purposes;



     (n) The consideration received by the Originator upon the sale of the Mortgage Loans under
this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage
Loans;



     (o) The Originator’s decision to purchase or originate any mortgage loan or to deny any
mortgage loan application is an independent decision based upon Originator’s underwriting
guidelines, and is in no way made as a result of Purchaser’s decision to purchase, or not to
purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated;



     (p) The Originator makes the following additional representations and warranties:




     (i) This Agreement conforms to all statutory and regulatory requirements applicable to
the Originator. This Agreement is (a) executed contemporaneously with the agreement reached
by the Originator and the Purchaser, (b) approved by a specific corporate or banking
association resolution by the board of directors of the Originator, which approval shall be
reflected in the minutes of said board, and (c) continuously, from the time of its
execution, an official record of the Originator;




     (ii) This Agreement has been duly and validly authorized by a specific corporate or
banking association resolution by the board of directors of the Originator. A copy of such
resolution, certified by the corporate secretary of the Originator or attested to by a vice
president or higher officer of the Originator has been provided to the Purchaser; and




     (iii) The Originator will maintain a copy of this Agreement in its official books and
records.



     Section 3.03. Remedies for Breach of Representations and Warranties.



     It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the
benefit of the Purchaser and the Trustee, notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File.
With respect to the representations and warranties contained herein that are made to the knowledge
or the best knowledge of the Originator or as to which the Originator has no knowledge, if it is
discovered that the substance of any such representation and warranty is inaccurate and the
inaccuracy materially and adversely affects the value of the Mortgage Loan or Loans, or the
interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then
notwithstanding such lack of knowledge with respect to the substance of such representation and
warranty being inaccurate at the time the representation and warranty was made, such inaccuracy
shall be deemed a breach of the applicable representation and warranty. Upon discovery by the
Originator, the Servicer, the Master Servicer, the Trust Administrator, the Trustee or the
Purchaser of a breach of any of the foregoing representations and warranties that



6









 







materially and adversely affects the value of any Mortgage Loan or the interest of the
Purchaser or the Trustee (or which materially and adversely affects the value of a Mortgage Loan or
the interests of the Purchaser or the Trustee in such Mortgage Loan in the case of a representation
and warranty relating to a particular Mortgage Loan) (it being understood that a breach of the
representations and warranties set forth in clauses I(ss), I(tt), I(uu), I(ww), I(bbb), I(jjj),
I(lll) and II of Exhibit A attached hereto will be deemed to materially and adversely affect the
value of any Mortgage Loan or the interest of the Purchaser or the Trustee), the party discovering
such breach shall give prompt written notice to the other parties.



     Within 60 days of the earlier of either discovery by or notice to the Originator of any breach
of a representation or warranty that materially and adversely affects the value of a Mortgage Loan
or the interest of the Purchaser or the Trustee in such Mortgage Loan, the Originator shall use its
best efforts promptly to cure such breach in all material respects. If such breach is not so
cured, the Originator shall, (i) if such 60-day period expires prior to the second anniversary of
the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan or Loans, in the manner and subject to
the conditions set forth in this Section and the Pooling and Servicing Agreement; or (ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in
the manner set forth in this Section and in the Pooling and Servicing Agreement; provided, however,
that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the
Trustee and the Trust Administrator of an Opinion of Counsel required by Section 2.04 of the
Pooling and Servicing Agreement, if any. The Originator shall promptly reimburse the Trustee, the
Master Servicer and the Trust Administrator for any actual out-of-pocket expenses reasonably
incurred by the Trustee, the Master Servicer and the Trust Administrator in respect of enforcing
the remedies for such breach.



     At the time of substitution or repurchase of any deficient Mortgage Loan, the Purchaser and
Originator shall arrange for the reassignment of the deficient or repurchased Mortgage Loan to the
Originator, including delivery to the Trustee of a Request for Release substantially relating to
the Deleted Mortgage Loan, and the delivery to the Originator of any documents held by the Trustee
relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is
deposited in the Collection Account, the Originator shall, simultaneously with such deposit, give
written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the
Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan
from this Agreement and, if applicable, the substitution of the applicable Qualified Substitute
Mortgage Loan or Loans.



     If pursuant to this Section 3.03 the Originator repurchases or substitutes a Mortgage Loan
that is a MERS Mortgage Loan, the Originator shall, at the Originator’s expense, either (i) cause
MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Originator and shall cause such Mortgage to be removed from registration on the
MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the
MERS® System the Originator as the beneficial holder of such Mortgage Loan.



7









 





     As to any Deleted Mortgage Loan for which the Originator substitutes a Qualified Substitute
Mortgage Loan or Loans, the Originator shall effect such substitution by delivering to the
Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage File
and such other documents and agreements as are required by the Pooling and Servicing Agreement,
with the Mortgage Note endorsed as required therein. No substitution is permitted to be made in
any calendar month after the Determination Date for such month.



     The amount, if any, by which (x) the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less than (y) the sum of the aggregate
Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled
principal portion of the monthly payments due in the month of substitution) (the “Substitution
Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect
to such Deleted Mortgage Loans shall be deposited in the Collection Account by the Originator on or
before the Business Day immediately preceding the Distribution Date in the month succeeding the
calendar month during which the Originator became obligated hereunder to repurchase or replace the
related Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of any
required Substitution Adjustment Amount, the Trustee or the custodian, as applicable, shall release
the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage
Loan and shall execute and deliver at the Originator’s direction such instruments of transfer or
assignment prepared by the Originator, in each case without recourse, as shall be necessary to
transfer title to the Originator, or its designee, of the Trustee’s interest in any Deleted
Mortgage Loan substituted pursuant to this Section 3.03. Upon such substitution, the Qualified
Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the
Originator shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or
Loans, as of the date of substitution, the covenants, representations and warranties set forth in
Subsections 3.01 and 3.02 hereof.



     One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans,
provided, however, that any such substitution shall not be effected prior to the delivery to the
Trustee and the Trust Administrator of an Opinion of Counsel required by Section 2.04 of the
Pooling and Servicing Agreement, if any. The determination of whether a mortgage loan is a
Qualified Substitute Mortgage Loan may be satisfied on an individual basis. Alternatively, if more
than one mortgage loan is to be substituted for one or more Deleted Mortgage Loans, the
characteristics of such mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated
on a weighted average basis, as applicable, in determining whether such mortgage loans are
Qualified Substitute Mortgage Loans.



     In the event that the Originator shall have repurchased a Mortgage Loan, the Purchase Price
therefor shall be deposited in the Collection Account on or before the Business Day immediately
preceding the Distribution Date in the month following the month during which the Originator became
obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the
Purchase Price and receipt of a Request for Release in the form of Exhibit J to the Pooling and
Servicing Agreement, the Trustee or the custodian, as applicable, shall release the related
Mortgage File held for the benefit of the Certificateholders to the Originator or its designee, and
the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or
assignment prepared by such Person, in each case without recourse, as shall be



8









 







necessary to transfer title to the Originator or its designee of the Trustee’s interest in
such Mortgage Loan.



     It is understood and agreed that the representations and warranties set forth in Section 3.01
shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser.



     It is understood and agreed that the obligations of the Originator set forth in this Section
3.03 to cure, repurchase or substitute for a defective Mortgage Loan and to indemnify the Purchaser
as provided in Section 5.01 constitute the sole remedies of the Purchaser respecting a missing or
defective document or a breach of the representations and warranties contained in Section 3.01.


ARTICLE IV


ORIGINATOR’S COVENANTS



     Section 4.01. Covenants of the Originator.



     The Originator hereby covenants that except for the transfer hereunder, it will not sell,
pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Mortgage Loan, or any interest therein; it will notify the Trustee, as assignee of
the Purchaser, of the existence of any Lien on any Mortgage Loan immediately upon discovery
thereof; and it will defend the right, title and interest of the Trustee, as assignee of the
Purchaser, in, to and under the Mortgage Loans, against all claims of third parties claiming
through or under the Originator; provided, however, that nothing in this Section 4.01 shall prevent
or be deemed to prohibit the Originator from suffering to exist upon any of the Mortgage Loans any
Liens for municipal or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if the Originator shall currently
be contesting the validity thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.


ARTICLE V


INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS



     Section 5.01. Indemnification.



     (a) The Originator agrees to indemnify and to hold the Purchaser, each of its officers and
directors and each person or entity who controls the Purchaser or such person, the Trustee and each
Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser or any
such person or entity and any Certificateholder may sustain in any way (i) related to the failure
of the Originator to perform its duties in compliance with the terms of this Agreement, (ii)
arising from a breach by the Originator of its representations and warranties in Section 3.01 or
(iii) related to the origination or prior servicing of the Mortgage Loans by reason



9









 







of any acts, omissions, or alleged acts or omissions of the Originator or any servicer. The
Originator shall promptly notify the Purchaser and the Trustee if a claim is made by a third party
with respect to this Agreement. The Originator shall assume the defense of any such claim and pay
all expenses in connection therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against the Purchaser or any such
person or entity and/or the Trustee or any Certificateholder in respect of such claim.


ARTICLE VI


TERMINATION



     Section 6.01. Termination.



     The respective obligations and responsibilities of the Originator and the Purchaser created
hereby shall terminate, except for the Originator’s indemnity obligations as provided herein, upon
the termination of the Trust as provided in Article IX of the Pooling and Servicing Agreement.


ARTICLE VII


MISCELLANEOUS PROVISIONS



     Section 7.01. Amendment.



     This Agreement may be amended from time to time by the Originator and the Purchaser by written
agreement signed by the parties hereto.



     Section 7.02. Governing Law.



     This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its material conflict of laws rules (except for Section 5-1401 of the
General Obligations Law which shall apply hereto), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.



     Section 7.03. Notices.



     All demands, notices and communications hereunder shall be in writing and shall be deemed to
have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows:


if to the Originator:


Fremont Investment & Loan

2727 East Imperial Highway

Brea, California 92821

Attention: Senior Vice President — Finance



10









 







with a copy to:


Fremont General Corporation

2425 Olympic Boulevard

Santa Monica, California 90404

Attention: General Counsel


or such other address as may hereafter be furnished to the Purchaser in writing by the Originator.



if to the Purchaser:


Fremont Mortgage Securities Corporation

2727 East Imperial Highway

Brea, California 92821

Attention: Senior Vice President — Treasurer


with a copy to:


Fremont General Corporation

2425 Olympic Boulevard

Santa Monica, California 90404

Attention: General Counsel


or such other address as may hereafter be furnished to Fremont in writing by the Purchaser.




     Section 7.04. Severability of Provisions.



     If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.



     Section 7.05. Counterparts.



     This Agreement may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, which may be transmitted by telecopier each of which, when so executed,
shall be deemed to be an original and such counterparts, together, shall constitute one and the
same agreement.



     Section 7.06. Further Agreements.



     The parties hereto each agree to execute and deliver to the other such additional documents,
instruments or agreements as may be necessary or reasonable and appropriate to effectuate the
purposes of this Agreement or in connection with the issuance of any Series of Certificates
representing interests in the Mortgage Loans.



11









 





     Without limiting the generality of the foregoing, as a further inducement for the Purchaser to
purchase the Mortgage Loans from the Originator, the Originator will cooperate with the Purchaser
in connection with the sale of any of the securities representing interests in the Mortgage Loans.
In that connection, the Originator will provide to the Purchaser any and all information and
appropriate verification of information, whether through letters of its auditors and counsel or
otherwise, as the Purchaser shall reasonably request and will provide to the Purchaser such
additional representations and warranties, covenants, opinions of counsel, letters from auditors,
and certificates of public officials or officers of the Originator as are reasonably required in
connection with such transactions and the offering of investment grade securities rated by the
Rating Agencies.



     Without limiting the foregoing, the Originator agrees to deliver to the Purchaser the
following documents and opinions in connection with the issuance of the Fremont Home Loan Trust
2005-C, Mortgage-Backed Certificates, Series 2005-C (the “Certificates”) on or before the Closing
Date:




     1. one or more opinions of counsel addressed to the Purchaser, and to any Person
designated by the Purchaser, in a form reasonably acceptable to the Purchaser, from counsel
to the Originator as to due incorporation and good standing, due authorization, execution
and delivery by Fremont of related agreements for which Fremont is a signatory; the
enforceability of such documents by Fremont; and other corporate matters;




     2. an opinion of counsel to the Originator, addressed to the Purchaser, and to any
Person designated by the Purchaser, in a form acceptable to the Purchaser, addressing the
characterization of the transfer of the Mortgage Loans from the Originator to the Purchaser;




     3. an indemnification agreement executed by and among Fremont, Greenwich Capital
Markets, Inc., Barclays Capital, Inc., Credit Suisse First Boston LLC, Goldman, Sachs &
Co., and Lehman Brothers for losses as a result of material misstatements and omissions in
the information provided by or on behalf of the parties thereto and their affiliates for
inclusion in the prospectus supplement or any other offering document relating to the
Certificates; and




     4. a statement rendered by counsel for Fremont to the Purchaser and the Underwriters as
to the lack of material misstatements and omissions in the information provided by Fremont
for inclusion in the prospectus supplement or any other offering document relating to the
Certificates.



     In addition, the Originator shall sign the certification for the benefit of Wells Fargo Bank,
N.A., relating to the Form 10-K relating to the Trust to be filed on or before March 31, 2006.
The Originator shall execute the Pooling and Servicing Agreement in its capacity as originator and
servicer and will make the representations and warranties set forth in Sections 3.01 and 3.02
herein to the Trustee in the Pooling and Servicing Agreement.



12









 





     Section 7.07. Intention of the Parties.



     It is the intention of the parties that the Purchaser is purchasing, and the Originator is
selling, the Mortgage Loans rather than pledging such Mortgage Loans to secure a loan by the
Purchaser to the Originator. Accordingly, the parties hereto each intend to treat the transaction
as a sale by the Originator, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser
will have the right to review the Mortgage Loans and the related Mortgage Files to determine the
characteristics of the Mortgage Loans which will affect the federal income tax consequences of
owning the Mortgage Loans and the Originator will cooperate with all reasonable requests made by
the Purchaser in the course of such review.



     Section 7.08. Successors and Assigns: Assignment of Purchase Agreement.



     This Agreement shall bind and inure to the benefit of and be enforceable by the Originator,
the Purchaser and the Trustee. The obligations of the Originator under this Agreement cannot be
assigned or delegated to a third party without the consent of the Purchaser which consent shall be
at the Purchaser’s sole discretion, except that the Purchaser acknowledges and agrees that the
Originator may assign its obligations hereunder to any Person into which the Originator is merged
or any corporation resulting from any merger, conversion or consolidation to which the Originator
is a party or any Person succeeding to the business of the Originator. The parties hereto
acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them
to a trust that will issue a Series of Certificates representing undivided interests in such
Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Originator
acknowledges and consents to the assignment by the Purchaser directly or indirectly through an
affiliate to the Trustee of all of the Purchaser’s rights against the Originator pursuant to this
Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the
enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by
the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and
effect as if the right or remedy had been enforced or exercised by the Purchaser directly.



     Section 7.09. Survival.



     The representations and warranties set forth in Sections 3.01 and 3.02 and the provisions of
Article V hereof shall survive the purchase of the Mortgage Loans hereunder.



     Section 7.10. Third Party Beneficiaries.



     The Trustee and the Trust Administrator are the intended third-party beneficiaries of this
Agreement.



     Section 7.11. Confidentiality.



     The parties hereto understand and agree that personal information relating to the borrowers
under the Mortgage Loans subject of this Agreement, including, names, addresses, social security
numbers and/or other identifying information (collectively, the “Borrower



13









 







Information”) is confidential, and the Purchaser, and each person that acquires an interest in
the Mortgage Loans through the Purchaser, agrees to hold such Borrower Information confidential and
not to divulge such information to anyone except (a) to the extent required by law or judicial
order or to enforce its rights or remedies under any agreements executed in connection with the
sale contemplated hereunder or any agreements executed in connection with the securitization of the
Mortgage Loans, (b) to the extent such information enters into the public domain other than through
the wrongful act of the Purchaser or any person that acquires an interest in the Mortgage Loans
through the Purchaser or (c) as is necessary in working with legal counsel, auditors, agents,
rating agencies, taxing authorities or other governmental agencies.



14









 





     IN WITNESS WHEREOF, the Originator and the Purchaser have caused their names to be signed to
this Mortgage Loan Purchase Agreement by their respective officers thereunto duly authorized as of
the day and year first above written.



	 	 	 	 	 
	 	FREMONT MORTGAGE SECURITIES CORPORATION,

   as Purchaser

 	 
	 	By:  	/s/ JEFF CRUSINBERRY 	 
	 	 	Name:  	Jeff Crusinberry 	 
	 	 	Title:  	Vice President 	 
	 
	 	FREMONT INVESTMENT & LOAN,

   as Originator

 	 
	 	By:  	/s/ JEFF CRUSINBERRY 	 
	 	 	Name:  	Jeff Crusinberry 	 
	 	 	Title:  	Senior Vice President 	 



15









 






	 	 	 	 	 




	 	 	 	 	 	 	 
	STATE OF CALIFORNIA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF ORANGE

	 	 	)	 	 	 






     On
the 12th day of July, 2005 before me, a Notary Public in and for said
State, personally appeared Jeff Crusinberry, known to me to be an Senior Vice President of FREMONT
MORTGAGE SECURITIES CORPORATION, the corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.



/s/
ELISA B.
AVINA 


Notary Public




 









 








	 	 	 	 	 	 	 
	STATE OF CALIFORNIA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF ORANGE

	 	 	)	 	 	 







     On
the 12th day of July, 2005 before me, a Notary Public in and for said
State, personally appeared Jeff Crusinberry, known to me to be an Senior Vice President of FREMONT
INVESTMENT & LOAN, the corporation that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.



/s/ ELISA
B. AVINA 


Notary Public





 









 








EXHIBIT A




Representations and Warranties Relating to the Mortgage Loans




     I. The Originator hereby represents and warrants to the Purchaser, with respect to each
Mortgage Loan that is a Mortgage Loan as of the Closing Date (or in the case of certain specified
representations and warranties, as of the Cut-off Date) or as of such other date specifically
provided herein (except that with respect to any Qualified Substitute Mortgage Loan such
representations and warranties shall be as of the date of substitution and made by the Originator),
that:



     (a) Mortgage Loans as Described. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the Cut-off Date;



     (b) Payments Current. As of the Closing Date, other than with respect to not more
than 1% of the Mortgage Loans, all payments required to be made up to the Closing Date for the
Mortgage Loan under the terms of the Mortgage Note, other than payments not yet one month
delinquent, have been made and credited. Other than with respect to not more than 1% of the
Mortgage Loans, no payment required under the Mortgage Loan is one month or more delinquent nor has
any payment under the Mortgage Loan been delinquent for more than one month at any time since the
origination of the Mortgage Loan;



     (c) No Outstanding Charges. As of the Closing Date, other than with respect to not
more than 1% of the Mortgage Loans, and except for payment defaults of less than one month, there
are no defaults in complying with the terms of the Mortgage, and all taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground
rents which previously became due and owing have been paid, or an escrow of funds has been
established in an amount sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet due and payable. The Originator has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly
or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is earlier, to the date which precedes by one month the Due Date of the first installment
of principal and interest;



     (d) Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not
been impaired, waived, altered or modified in any respect, from the date of origination except by a
written instrument which has been recorded, if necessary to protect the interests of the Purchaser,
and which has been delivered to the Custodian or to such other Person as the Purchaser shall
designate in writing, and the terms of which are reflected in the Mortgage Loan Schedule. No
Mortgage Loan has been modified so as to restructure the payment obligations or re-age the Mortgage
Loan. The substance of any such waiver, alteration or modification has been approved by the title
insurer, if any, to the extent required by the policy, and its terms are reflected on the Mortgage
Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in
connection with an assumption agreement, approved by the title insurer, to the extent required by
the policy, and which assumption agreement is part of the



A-1









 







Mortgage Loan File delivered to the Custodian or to such other Person as the Purchaser shall
designate in writing and the terms of which are reflected in the Mortgage Loan Schedule;



     (e) No Defenses. The Mortgage Loan is not subject to any right of rescission,
set-off, counterclaim or defense, including without limitation the defense of usury, nor will the
operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right
thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or
insolvency proceeding at, or subsequent to, the time the Mortgage Loan was originated;



     (f) Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other
improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss
by fire, hazards of extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located. If required by the National Flood Insurance Act of 1968, as
amended, each Mortgage Loan is covered by a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration as in effect. All individual insurance
policies contain a standard mortgagee clause naming the Originator and its successors and assigns
as mortgagee, and all premiums thereon have been paid and such policies may not be reduced,
terminated or cancelled without 30 days’ prior written notice to the mortgagee. The Mortgage
obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost
and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement
therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been
given an opportunity to choose the carrier of the required hazard insurance, provided the policy is
not a “master” or “blanket” hazard insurance policy covering a condominium, or any
hazard insurance policy covering the common facilities of a planned unit development. The hazard
insurance policy is the valid and binding obligation of the insurer, is in full force and effect,
and will be in full force and effect and inure to the benefit of the Purchaser upon the
consummation of the transactions contemplated by this Agreement. The Originator has not engaged
in, and has no knowledge of the Mortgagor’s or any servicer’s having engaged in, any act or
omission which would impair the coverage of any such policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of such policy, including, without
limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any
kind has been or will be received, retained or realized by any attorney, firm or other person or
entity, and no such unlawful items have been received, retained or realized by the Originator;



     (g) Compliance with Applicable Laws. Any and all requirements of any federal, state
or local law including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity and disclosure laws, all predatory
and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan,
including, without limitation, any provisions relating to Prepayment Penalties, have been complied
with; the consummation of the transactions contemplated hereby will not involve the violation of
any such laws or regulations. Originator shall maintain in its possession,



A-2









 







available for the Purchaser’s inspection, and shall deliver to the Purchaser upon demand,
evidence of compliance with all such requirements;



     (h) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Originator has not waived
the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action
would cause the Mortgage Loan to be in default, nor has the Originator waived any default resulting
from any action or inaction by the Mortgagor;



     (i) Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple
property located in the state identified in the Mortgage Loan Schedule except that with respect to
real property located in jurisdictions in which the use of leasehold estates for residential
properties is a widely-accepted practice, the Mortgaged Property may be a leasehold estate and
consists of a single parcel of real property with a detached single family residence erected
thereon, or a two- to four-family dwelling, or an individual residential condominium unit in a
low-rise condominium project, or an individual unit in a planned unit development and that no
residence or dwelling is (i) a mobile home or (ii) a manufactured home. As of the date of
origination, no portion of the Mortgaged Property was used for commercial purposes, and since the
date of origination, no portion of the Mortgaged Property has been used for commercial purposes;
provided, that Mortgaged Properties which contain a home office shall not be considered as being
used for commercial purposes as long as the Mortgaged Property has not been altered for commercial
purposes and is not storing any chemicals or raw materials other than those commonly used for
homeowner repair, maintenance and/or household purposes;



     (j) Valid First or Second Lien. Each Mortgage is a valid and subsisting first or
second lien of record on a single parcel of real estate constituting the Mortgaged Property,
including all buildings and improvements on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to
such buildings, and all additions, alterations and replacements made at any time, with respect to
the related Mortgage Loan, which exceptions are generally acceptable to prudent mortgage lending
companies, and such other exceptions to which similar properties are commonly subject and which do
not individually, or in the aggregate, materially and adversely affect the benefits of the security
intended to be provided by such Mortgage. The lien of the Mortgage is subject only to:




     (i) the lien of current real property taxes and assessments not yet due and payable;




     (ii) covenants, conditions and restrictions, rights of way, easements and other matters
of the public record as of the date of recording acceptable to prudent mortgage lending
institutions generally and specifically referred to in the lender’s title insurance policy
delivered to the originator of the Mortgage Loan and (A) specifically referred to or
otherwise considered in the appraisal made for the originator of the Mortgage Loan or (B)
which do not adversely affect the Appraised Value of the Mortgaged Property set forth in
such appraisal;



A-3









 






     (iii) with respect to each second lien Mortgage, the first or senior lien on the
related Mortgaged Property; and




     (iv) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.


Any security agreement, chattel mortgage or equivalent document related to and delivered in
connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein and the
Originator has full right to sell and assign the same to Purchaser;




     (k) Validity of Mortgage Documents. The Mortgage Note and the Mortgage and any other
agreement executed and delivered by a Mortgagor in connection with a Mortgage Loan are genuine, and
each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with
its terms (including, without limitation, any provisions therein relating to Prepayment Penalties),
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws relating to or affecting the rights of creditors generally, and by
general equity principles (regardless of whether such enforcement is considered a proceeding in
equity or a law). All parties to the Mortgage Note, the Mortgage and any other such related
agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any
other such related agreement have been duly and properly executed by other such related parties.
The documents, instruments and agreements submitted for loan underwriting were not falsified and
contain no untrue statement of material fact or omit to state a material fact required to be stated
therein or necessary to make the information and statements therein not misleading. No fraud,
error, omission, misrepresentation, gross negligence or similar occurrence with respect to a
Mortgage Loan has taken place on the part of any Person, including without limitation, the
Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination
or servicing of the Mortgage Loan. The Originator has reviewed all of the documents constituting
the Servicing File;



     (l) Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds
of the Mortgage Loan have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or off-site improvement
and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were
paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage
Note or Mortgage;



     (m) Ownership. Immediately prior to the sale of the Mortgage Loan hereunder on the
Closing Date, the Originator is the sole owner of record and holder of the Mortgage Loan and the
indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage Loans to the
Purchaser, the Originator will retain the Mortgage Files or any part thereof not delivered to the
Custodian, the Purchaser or the Purchaser’s designee, in trust only for the purpose of servicing
and supervising the servicing of each Mortgage Loan. The Mortgage Loan is not assigned or



A-4









 







pledged, and the Originator has good, indefeasible and marketable title thereto, and has full
right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest, and has full
right and authority subject to no interest or participation of, or agreement with, any other party,
to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each
Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest. The Originator intends
to relinquish all rights to possess, control and monitor the Mortgage Loan. After the Closing
Date, the Originator will have no right to modify or alter the terms of the sale of the Mortgage
Loan and the Originator will have no obligation or right to repurchase the Mortgage Loan or
substitute another Mortgage Loan, except as provided in this Agreement;



     (n) Doing Business. All parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held
and disposed of such interest, were) (i) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either
(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) a
federal savings and loan association, a savings bank or a national bank having a principal office
in such state, or (iii) not doing business in such state;



     (o) LTV. No Mortgage Loan was originated with an LTV greater than 100%;



     (p) Title Insurance. The Mortgage Loan is covered by an ALTA lender’s title insurance
policy, or with respect to any Mortgage Loan for which the related Mortgaged Property is located in
California a CLTA lender’s title insurance policy, and each such title insurance policy is issued
by a title insurer and qualified to do business in the jurisdiction where the Mortgaged Property is
located, insuring the Originator, its successors and assigns, as to the first or second priority
lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the
exceptions contained in clauses (i), (ii) and (iv) of paragraph (j) above and in the case of second
liens, the exception contained in clause (iii) of paragraph (j) above, and in the case of
Adjustable Rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of
the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage
Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has
been given the opportunity to choose the carrier of the required mortgage title insurance.
Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and
against encroachments by or upon the Mortgaged Property or any interest therein. The title policy
does not contain any special exceptions (other than the standard exclusions) for zoning and uses
and has been marked to delete the standard survey exception or to replace the standard survey
exception with a specific survey reading. The Originator, its successor and assigns, are the sole
insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid
and remains in full force and effect and will be in force and effect upon the consummation of the
transactions contemplated by this Agreement. No claims are pending under such lender’s title
insurance policy, and no prior holder of the related Mortgage, including the Originator, has done,
by act or omission, anything which would impair the coverage of such lender’s title insurance
policy, including without limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will



A-5









 







be received, retained or realized by any attorney, firm or other person or entity, and no such
unlawful items have been received, retained or realized by the Originator;



     (q) No Defaults. As of the Closing Date, other than with respect to not more than 1%,
1% and 1% of the Mortgage Loans, the Group 1 Mortgage Loans and the Group 2 Mortgage Loans,
respectively, that are 30-59 days delinquent, and other than payment delinquencies of less than one
month, there is no default, breach, violation or event which would permit acceleration existing
under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default, breach, violation or
event which would permit acceleration, and as of the Closing Date neither the Originator nor any of
its affiliates nor any of their respective predecessors, have waived any default, breach, violation
or event which would permit acceleration; in addition, as of the Closing Date, no Mortgage Loan was
in foreclosure, nor are foreclosure proceedings imminent with respect to any Mortgage Loan;



     (r) No Mechanics’ Liens. As of the Closing Date, there are no mechanics’ or similar
liens or claims which have been filed for work, labor or material (and no rights are outstanding
that under law could give rise to such liens) affecting the related Mortgaged Property which are or
may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;



     (s) Location of Improvements; No Encroachments. All improvements which were
considered in determining the Appraised Value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no improvements on
adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part
of the Mortgaged Property is in violation of any applicable zoning law or regulation;



     (t) Origination; Payment Terms. The Mortgage Loan was originated by a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the
National Housing Act, savings and loan association, a savings bank, a commercial bank, credit
union, insurance company or other similar institution which is supervised and examined by a federal
or state authority. The documents, instruments and agreements submitted for loan underwriting were
not falsified and contain no untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the information and statements therein not
misleading. No Mortgage Loan contains terms or provisions which would result in negative
amortization. Principal payments on the Mortgage Loan (other than a Mortgage Loan that does not
provide for payment of principal for a period of twenty-four to thirty-six months after the date of
origination (such Mortgage Loan, an “Interest Only Mortgage Loan”)) commenced no more than sixty
days after funds were disbursed in connection with the Mortgage Loan. The Mortgage Interest Rate
as well as the Lifetime Rate Cap and the Periodic Mortgage Interest Rate Cap are as set forth on
the Mortgage Loan Schedule. With respect to any Mortgage Loan other than an Interest Only Mortgage
Loan, the Mortgage Note is payable in equal monthly installments of principal and interest, which
installments of interest, with respect to Adjustable Rate Mortgage Loans, are subject to change due
to the adjustments to the Mortgage Interest Rate on each Mortgage Interest Rate Adjustment Date,
with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by
the stated maturity date, over an original term of not more than thirty years from commencement of
amortization. None of the Mortgage Loans



A-6









 







allows for conversion of the interest rate thereon from an adjustable rate to a fixed rate.
No Mortgage Loan is a simple interest mortgage loan;



     (u) Customary Provisions. The Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in
the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by
judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or
trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the
Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There
is no homestead or other exemption available to a Mortgagor which would interfere with the right to
sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage, subject to
applicable federal and state laws and judicial precedent with respect to bankruptcy and right of
redemption or similar law;



     (v) Conformance with Underwriting Guidelines. The Mortgage Loan was underwritten in
accordance with the Underwriting Guidelines in effect as of the date of origination of such
Mortgage Loan (as described in the Prospectus Supplement). The Mortgage Note and Mortgage are on
forms generally acceptable to Freddie Mac or Fannie Mae and the Originator has not made any
representations to a Mortgagor that are inconsistent with the mortgage instruments used;



     (w) Occupancy of the Mortgaged Property. As of the Closing Date the Mortgaged
Property is lawfully occupied under applicable law. All inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the Mortgaged Property and,
with respect to the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from the appropriate
authorities;



     (x) No Additional Collateral. The Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in clause (j) above;



     (y) Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee,
authorized and duly qualified under applicable law to serve as such, has been properly designated
and currently so serves and is named in the Mortgage, and no fees or expenses are or will become
payable by the Purchaser to the trustee under the deed of trust, except in connection with a
reconveyance of the deed of trust or a trustee’s sale after default by the Mortgagor;



     (z) Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium
unit or a planned unit development (other than a de minimis planned unit development) such
condominium or planned unit development project is acceptable to Originator and underwritten in
accordance with the Underwriting Guidelines;



     (aa) Transfer of Mortgage Loans. The Assignment of Mortgage with respect to each
Mortgage Loan is in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. The transfer, assignment and



A-7









 







conveyance of the Mortgage Notes and the Mortgages by the Originator is not subject to the
bulk transfer or similar statutory provisions in effect in any applicable jurisdiction;



     (bb) Due-On-Sale. The Mortgage contains an enforceable provision (except as such
enforcement may be effected by bankruptcy and insolvency laws or by general principals of equity)
for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the
event that the Mortgaged Property is sold or transferred without the prior written consent of the
mortgagee thereunder, and to the best of the Originator’s knowledge, such provision is enforceable;



     (cc) Assumability. None of the Mortgage Loans are, by their terms, assumable;



     (dd) No Buydown Provisions; No Graduated Payments or Contingent Interests. The
Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially
paid with funds deposited in any separate account established by the Originator, the Mortgagor, or
anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it
contain any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan
is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;



     (ee) Consolidation of Future Advances. Any future advances made to the Mortgagor
prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by
the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and
single repayment term. The lien of the Mortgage securing the consolidated principal amount is
expressly insured as having first or second lien priority, as applicable, by a title insurance
policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other
title evidence. The consolidated principal amount does not exceed the original principal amount of
the Mortgage Loan;



     (ff) Mortgaged Property Undamaged; No Condemnation Proceedings. There is no
proceeding pending or, to the best of the Originator’s knowledge, threatened for the total or
partial condemnation of the Mortgaged Property. As of the Closing Date, the Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty
so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or
the use for which the premises were intended and each Mortgaged Property is inhabitable under
applicable state and local laws;



     (gg) Collection Practices; Escrow Deposits; Interest Rate Adjustments. The
origination, servicing and collection practices used by the Originator with respect to the Mortgage
Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and
regulations, and have been in all respects legal and proper and prudent in the mortgage origination
and servicing business. With respect to escrow deposits and Escrow Payments, all such payments are
in the possession of, or under the control of, the Originator and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof have not been made.
All Escrow Payments have been collected in full compliance with state and federal law and the
provisions of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited by
applicable law and has been established in an



A-8









 







amount sufficient to pay for every item that remains unpaid and has been assessed but is not
yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the
Originator have been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest
Rate adjustments have been made in strict compliance with state and federal law and the terms of
the related Mortgage and Mortgage Note on the related Interest Rate Adjustment Date. If, pursuant
to the terms of the Mortgage Note, another index was selected for determining the Mortgage Interest
Rate, the same index was used with respect to each Mortgage Note which required a new index to be
selected, and such selection did not conflict with the terms of the related Mortgage Note. The
Originator executed and delivered any and all notices required under applicable law and the terms
of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the Monthly
Payment adjustments. Any interest required to be paid pursuant to state, federal and local law has
been properly paid and credited;



     (hh) Conversion to Fixed Interest Rate. With respect to Adjustable Rate Mortgage
Loans, the Mortgage Loan is not a Convertible Mortgage Loan;



     (ii) No Violation of Environmental Laws. To the best of the Originator’s knowledge,
the Mortgaged Property is free from any and all toxic or hazardous substances and there exists no
violation of any local, state or federal environmental law, rule or regulation. To the best of the
Originator’s knowledge, there is no pending action or proceeding directly involving the Mortgaged
Property in which compliance with any environmental law, rule or regulation is an issue; there is
no violation of any environmental law, rule or regulation with respect to the Mortgage Property;
and nothing further remains to be done to satisfy in full all requirements of each such law, rule
or regulation constituting a prerequisite to use and enjoyment of said property;



     (jj) Servicemembers Civil Relief Act. The Mortgagor has not notified the Originator,
and the Originator has no knowledge of any relief requested or allowed to the Mortgagor under the
Servicemembers Civil Relief Act;



     (kk) Appraisal. The Mortgage File contains an appraisal of the related Mortgaged
Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser,
duly appointed by the related originator, who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the
requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;



     (ll) Disclosure Materials. The Mortgagor has received all disclosure materials
required by, and the Originator has complied with, all applicable law with respect to the making of
the Mortgage Loans;



     (mm) Construction or Rehabilitation of Mortgaged Property. No Mortgage Loan was made
in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the
trade-in or exchange of a Mortgaged Property;



A-9









 





     (nn) Value of Mortgaged Property. The Originator has no knowledge of any
circumstances existing that could reasonably be expected to adversely affect the value or the
marketability of any Mortgaged Property or Mortgage Loan or to cause the Mortgage Loans to prepay
during any period materially faster or slower than similar mortgage loans originated to the same
Underwriting Guidelines held by the Originator generally secured by properties in the same
geographic area as the related Mortgaged Property;



     (oo) No Defense to Insurance Coverage. The Originator has caused or will cause to be
performed any and all acts required to preserve the rights and remedies of the Purchaser in any
insurance policies applicable to the Mortgage Loans including, without limitation, any necessary
notifications of insurers, assignments of policies or interests therein, and establishments of
coinsured, joint loss payee and mortgagee rights in favor of the Purchaser. No action has been
taken or failed to be taken, no event has occurred and no state of facts exists or has existed on
or prior to the Closing Date (whether or not known to the Originator on or prior to such date)
which has resulted or will result in an exclusion from, denial of, or defense to coverage under any
applicable, special hazard insurance policy, or bankruptcy bond (including, without limitation, any
exclusions, denials or defenses which would limit or reduce the availability of the timely payment
of the full amount of the loss otherwise due thereunder to the insured) whether arising out of
actions, representations, errors, omissions, negligence, or fraud of the Originator, the related
Mortgagor or any party involved in the application for such coverage, including the appraisal,
plans and specifications and other exhibits or documents submitted therewith to the insurer under
such insurance policy, or for any other reason under such coverage, but not including the failure
of such insurer to pay by reason of such insurer’s breach of such insurance policy or such
insurer’s financial inability to pay;



     (pp) Escrow Analysis. With respect to each Mortgage with an Escrow Account, the
Originator has within the last twelve months (unless such Mortgage was originated within such
twelve month period) analyzed the required Escrow Payments for each Mortgage and adjusted the
amount of such payments so that, assuming all required payments are timely made, any deficiency
will be eliminated on or before the first anniversary of such analysis, or any overage will be
refunded to the Mortgagor, in accordance with RESPA and any other applicable law;



     (qq) Prior Servicing. Each Mortgage Loan has been serviced in all material respects
in compliance with Accepted Servicing Practices and the Originator has reported or caused to be
reported, the Mortgagor credit files to each of the three primary credit repositories monthly in a
timely manner;



     (rr) Leaseholds. If the Mortgage Loan is secured by a long-term residential lease, (i)
the lessor under the lease holds a fee simple interest in the land; (ii) the terms of such lease
expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the
lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon
foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with
substantially similar protections; (iii) the terms of such lease do not (A) allow the termination
thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive
written notice of, and opportunity to cure, such default, (B) allow the termination of the lease in
the event of damage or destruction as long as the Mortgage is in existence, (C) prohibit the holder
of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard



A-10









 







insurance policy or policies relating to the Mortgaged Property or (D) permit any increase in
rent other than pre-established increases set forth in the lease; (iv) the original term of such
lease is not less than 15 years; (v) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (vi) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring ownership in residential
properties is a widely accepted practice;



     (ss) Prepayment Penalty. The Mortgage Loan is subject to a prepayment penalty as
provided in the related Mortgage Note except as set forth on the Mortgage Loan Schedule. With
respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty
is enforceable and will be enforced by the Originator, as servicer of the Mortgage Loan, for the
benefit of the Purchaser, and each prepayment penalty is permitted pursuant to federal, state and
local law. Each such prepayment penalty is in an amount equal to the maximum amount permitted
under applicable law and no such prepayment penalty may be imposed for a term in excess of three
(3) years. With respect to any Mortgage Loan that contains a provision permitting imposition of a
prepayment penalty upon a prepayment prior to maturity: (i) prior to the loan’s origination, the
borrower agreed to such prepayment penalty in exchange for a monetary benefit, including but not
limited to a rate or fee reduction, (ii) originator has available programs that offered the option
of obtaining a mortgage loan that did not require payment of such a prepayment penalty and prior to
the Mortgage Loan’s origination, the Mortgage Loan was available to the Mortgagor with and without
the prepayment penalty, (iii) the prepayment penalty was disclosed to the borrower in the loan
documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or
federal law to the contrary, the Servicer shall not impose such prepayment penalty in any instance
when the mortgage debt is accelerated as the result of the borrower’s default in making the loan
payments;



     (tt) Predatory Lending Regulations. None of the Mortgage Loans are (i) covered by the
Home Ownership and Equity Protection Act of 1994 as amended or (ii) in violation of, or classified
as “high cost”, “threshold”, “covered”, “high risk” or “predatory” loans under, any other
applicable state, federal or local law (or a similarly classified loan using different terminology
under a law imposing heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);



     (uu) Single-Premium Credit Life Insurance Policy. In connection with the origination
of any Mortgage Loan, no proceeds from any Mortgage Loan were used to finance or acquire
single-premium credit insurance policies; No Mortgagor was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the extension of
credit. No Mortgagor obtained a prepaid single-premium credit life, disability, accident or health
insurance policy in connection with the origination of the Mortgage Loan;



     (vv) Tax Service Contract; Flood Certification Contract. Each Mortgage Loan is
covered by a paid in full, life of loan, tax service contract and a paid in full, life of loan,
flood certification contract and each of these contracts is assignable to the Purchaser;



     (ww) Qualified Mortgage. Each Mortgage Loan is a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code;



A-11









 





     (xx) Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or
trustees for an Illinois land trust;



     (yy) Recordation. Each original Mortgage was recorded and, except for those Mortgage
Loans subject to the MERS identification system, all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof as against
creditors of the Originator, or is in the process of being recorded;



     (zz) Credit Scores. Except as permitted by the Underwriting Guidelines, each Mortgagor
has a non-zero credit score;



     (aaa) Compliance with Anti-Money Laundering Laws. The Originator has complied with
all applicable anti-money laundering laws and regulations, including without limitation the USA
Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); to the extent
required to comply with the Anti-Money Laundering Laws, as of the Closing Date, the Originator has
established an anti-money laundering compliance program as required by the Anti-Money Laundering
Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of
the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the
property in question, and maintains, and will maintain, sufficient information to identify the
applicable Mortgagor for purposes of the Anti-Money Laundering Laws;



     (bbb) Georgia Fair Lending Act. There is no Mortgage Loan that was originated on or
after October 1, 2002 and on or prior to March 7, 2003, which is secured by property located in the
State of Georgia. There is no Mortgage Loan that was originated on or after March 7, 2003 that is a
“high cost home loan” as defined under the Georgia Fair Lending Act;



     (ccc) New York State Banking Law. There is no Mortgage Loan that (a) is secured by
property located in the State of New York; (b) had an original principal balance of $300,000 or
less, and (c) has an application date on or after April 1, 2003, the terms of which loan equal or
exceed either the annual percentage rate or the points and fees threshold for “high-cost home
loans,” as defined in Section 6-L of the New York State Banking Law;



     (ddd) New Jersey Mortgage Loans. All Mortgage Loans originated in New Jersey on or
after November 27, 2003 are ratable by Standard & Poor’s and Moody’s;



     (eee) New Mexico Mortgage Loans. There is no Mortgage Loan that was originated on or
after January 1, 2004, and is a “high-cost” loan subject to the New Mexico Home Loan Protection
Act.



     (fff) MERS Designations. With respect to each MERS Designated Mortgage Loan, the
Originator has designated the Custodian as the Investor and no Person is listed as Interim Funder
on the MERS® System;



     (ggg) Delivery to the Custodian. The Mortgage Note, the Mortgage, the Assignment of
Mortgage and any other documents required to be delivered with respect to each Mortgage Loan



A-12









 







pursuant to this Agreement and the Pooling and Servicing Agreement, have been delivered to the
Trust Administrator in its capacity as Custodian all in compliance with the specific requirements
of this Agreement and the Pooling and Servicing Agreement;



     (hhh) Reports. On or prior to the Closing Date, the Originator has provided the
Custodian and the Purchaser with a MERS Report listing the Custodian as the Investor with respect
to each MERS Designated Mortgage Loan;



     (iii) Payoffs. No Mortgage Loans prepaid in full prior to the Closing Date;



     (jjj) Credit Information. As to each consumer report (as defined in the Fair Credit
Reporting Act, Public Law 91-508) or other credit information furnished by the Originator to the
Purchaser, the Originator has full right and authority and is not precluded by law or contract from
furnishing such information to the Purchaser and the Purchaser is not precluded by the terms of the
Mortgage Loan Documents from furnishing the same to any subsequent or prospective purchaser of such
Mortgage. The Originator shall hold the Purchaser harmless from any and all damages, losses, costs
and expenses (including attorney’s fees) arising from disclosure of credit information in
connection with the Purchaser’s secondary marketing operations and the purchase and sale of
mortgages. The Originator has or has caused the related servicer to, for each Mortgage Loan, fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on
a monthly basis;



     (kkk) Origination Practices. Each Mortgagor was assigned the highest credit grade
available with respect to a mortgage loan product offered by such Mortgage Loan’s originator,
taking into account the credit history, debt to income ratio and loan requirement of such
Mortgagor;



     (lll) No Arbitration Provision. No mortgage loan originated on or after August 1,
2004 requires the borrower to submit to arbitration to resolve any dispute arising out of or
relating in any way to the mortgage loan transaction;



     (mmm) S&P Glossary. No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which
is now Version 5.6b Revised, Appendix E) and no Mortgage Loan originated on or after October 1,
2002 through March 6, 2003 is governed by the Georgia Fair Lending Act; and



     (nnn) Manufactured Housing. No manufactured home securing any manufactured housing
contract is other than a “single family residence” as defined in section 25(e)(10) of the Code,
i.e., it is used as a single family residence, has a minimum living space of 400 square feet and a
minimum width of over 102 inches and is of the kind customarily used at a fixed location. The
manufactured home securing each manufactured housing contract is a “manufactured home” as defined
in 42 U.S.C. section 5402(6).



     II. The Originator hereby further represents and warrants to the Purchaser, with respect to
each Group I Mortgage Loan as of the Closing Date or as of such other date specifically provided
herein (except that with respect to any Qualified Substitute Mortgage Loan



A-13









 







such representations and warranties shall be as of the date of substitution and made by the
Originator), that:



          (a) Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for
purchase requirements of Fannie Mae’s Selling Guide;




          (b) No Mortgage Loan is a “High-Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 of 2003);




          (c) No Mortgage Loan is a “High-Cost Home Loan” as defined in the Kentucky high-cost home loan
statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);




          (d) No Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership
Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);




          (e) No Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et seq.);




          (f) No Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk Home Loan
Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);




          (g) Each Mortgagor was assigned the highest credit grade available with respect to a mortgage
loan product offered by such Mortgage Loan’s originator, taking into account the credit history,
debt to income ratio and loan requirement of such Mortgagor;




          (h) The methodology used in underwriting the extension of credit for each Mortgage Loan
employs, in part, objective mathematical principles which relate the borrower’s income, assets and
liabilities to the proposed payment and such underwriting methodology does not rely on the extent
of the borrower’s equity in the collateral as the principal determining factor in approving such
credit extension. Such underwriting methodology is designed to determine that at the time of
origination (application/approval) the borrower had a reasonable ability to make timely payments on
the Mortgage Loan;




          (i) All points and fees related to each Mortgage Loan were disclosed in writing to the
borrower in accordance with applicable state and federal law and regulation. Except in the case of
a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in
an unprofitable origination, no borrower was charged “points and fees” (whether or not financed) in
an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in
accordance with Fannie Mae’s anti-predatory lending requirements as set forth in the Fannie Mae
Selling Guide;




          (j) All fees and charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing of each Mortgage Loan
has been disclosed in writing to the borrower in accordance with applicable state and federal law
and regulation;




A-14









 








          (k) The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant
to Fannie Mae Guide Announcement 95-19 and that for each Mortgage Loan, Servicer agrees it shall
report one of the following statuses each month as follows: new origination, current, delinquent
(30-, 60-, 90-days, etc.), foreclosed, or charged-off; and




          (l) No Mortgage Loan is a “High-Cost Home Loan” as defined by the Homeownership and Equity
Protection Act of 1994 or any other applicable predatory or abusive lending laws.




A-15









 








EXHIBIT B




APPENDIX E OF THE STANDARD & POOR’S GLOSSARY FOR

FILE FORMAT FOR LEVELS® VERSION 5.6b REVISED




REVISED July 7, 2004




APPENDIX E — Standard & Poor’s Anti-Predatory Lending Categorization



Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that include
(a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set
forth in those laws. Note that certain loans classified by the relevant statute as Covered are
included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests
that are typical of what is generally considered High Cost by the industry.




Standard & Poor’s High Cost Loan Categorization




	 	 	 	 	 
	 	 	Name of Anti-Predatory	 	Category under Applicable
	State/Jurisdiction	 	Lending Law/Effective Date	 	Anti-Predatory Lending Law
	Arkansas

	 	Arkansas Home Loan
Protection Act, Ark. Code
Ann. §§ 23-53-101 et seq.


Effective July 16, 2003
	 	High Cost Home Loan
	 
	 	 	 	 
	Cleveland Heights, OH

	 	Ordinance No. 72-2003 (PSH),
Mun. Code §§ 757.01 et seq.


Effective June 2, 2003
	 	Covered Loan
	 
	Colorado

	 	Consumer Equity Protection,
Colo. Stat. Ann. §§
5-3.5-101 et seq.


Effective for covered loans
offered or entered into on
or after January 1, 2003.
Other provisions of the Act
took effect on June 7, 2002
	 	Covered Loan
	 
	 	 	 	 
	Connecticut

	 	Connecticut Abusive Home
Loan Lending Practices Act,
Conn. Gen. Stat. §§ 36a-746
et seq.


Effective October 1, 2001
	 	High Cost Home Loan






B-1









 






Standard & Poor’s High Cost Loan Categorization






	 	 	 	 	 
	 	 	Name of Anti-Predatory	 	Category under Applicable
	State/Jurisdiction	 	Lending Law/Effective Date	 	Anti-Predatory Lending Law
	District of Columbia

	 	Home Loan Protection Act,
D.C. Code §§ 26-1151.01 et
seq.


Effective for loans closed
on or after January 28, 2003
	 	Covered Loan
	 
	 	 	 	 
	Florida

	 	Fair Lending Act, Fla. Stat.
Ann. §§ 494.0078 et seq.


Effective October 2, 2002
	 	High Cost Home Loan
	 
	 	 	 	 
	Georgia (Oct. 1, 2002
- Mar. 6, 2003)

	 	Georgia Fair Lending Act,
Ga. Code Ann. §§ 7-6A-1 et
seq.


Effective October 1, 2002 -
March 6, 2003
	 	High Cost Home Loan
	 
	 	 	 	 
	Georgia as amended
(Mar. 7, 2003 -
current)

	 	Georgia Fair Lending Act,
Ga. Code Ann. §§ 7-6A-1 et
seq.


Effective for loans closed
on or after March 7, 2003
	 	High Cost Home Loan
	 
	 	 	 	 
	HOEPA Section 32

	 	Home Ownership and Equity
Protection Act of 1994, 15
U.S.C. § 1639, 12 C.F.R. §§
226.32 and 226.34


Effective October 1, 1995,
amendments October 1, 2002
	 	High Cost Loan
	 
	 	 	 	 
	Illinois

	 	High Risk Home Loan Act,
Ill. Comp. Stat. tit. 815,
§§ 137/5 et seq.


Effective January 1, 2004
(prior to this date,
regulations under
Residential Mortgage License
Act effective from May 14,
2001)
	 	High Risk Home Loan
	 
	 	 	 	 
	Kansas

	 	Consumer Credit Code, Kan.
Stat. Ann. §§ 16a-1-101 et
seq.


Sections 16a-1-301 and
16a-3-207 became effective
April 14, 1999; Section
16a-3-308a became effective
July 1, 1999
	 	High Loan to Value
Consumer Loan (id. §
16a-3-207) and;


High APR Consumer Loan
(id. § 16a-3-308a)






B-2









 






Standard & Poor’s High Cost Loan Categorization




	 	 	 	 	 
	 	 	Name of Anti-Predatory	 	Category under Applicable
	State/Jurisdiction	 	Lending Law/Effective Date	 	Anti-Predatory Lending Law
	Kentucky

	 	2003 KY H.B. 287 — High Cost
Home Loan Act, Ky. Rev.
Stat. §§ 360.100 et seq.


Effective June 24, 2003
	 	High Cost Home Loan
	 
	 	 	 	 
	Maine

	 	Truth in Lending, Me. Rev.
Stat. tit. 9-A, §§ 8-101 et
seq.


Effective September 29, 1995
and as amended from time to
time
	 	High Rate High Fee

Mortgage
	 
	 	 	 	 
	Massachusetts

	 	Part 40 and Part 32, 209
C.M.R. §§ 32.00 et seq. and
209 C.M.R. §§ 40.01 et seq.


Effective March 22, 2001 and
amended from time to time
	 	High Cost Home Loan
	 
	 	 	 	 
	Nevada

	 	Assembly Bill No. 284, Nev.
Rev. Stat. §§ 598D.010 et
seq.


Effective October 1, 2003
	 	Home Loan
	 
	 	 	 	 
	New Jersey

	 	New Jersey Home Ownership
Security Act of 2002, N.J.
Rev. Stat. §§ 46:10B-22 et
seq.


Effective for loans closed
on or after November 27,
2003
	 	High Cost Home Loan
	 
	 	 	 	 
	New Mexico

	 	Home Loan Protection Act,
N.M. Rev. Stat. §§ 58-21A-1
et seq.


Effective as of January 1,
2004; Revised as of February
26, 2004
	 	High Cost Home Loan
	 
	 	 	 	 
	New York

	 	N.Y. Banking Law Article 6-l


Effective for applications
made on or after April 1,
2003
	 	High Cost Home Loan
	 
	 	 	 	 
	North Carolina

	 	Restrictions and Limitations
on High Cost Home Loans,
N.C. Gen. Stat. §§ 24-1.1E
et seq.


Effective July 1, 2000;
amended October 1, 2003
(adding open-end lines of
credit)
	 	High Cost Home Loan






B-3









 





Standard & Poor’s High Cost Loan Categorization




	 	 	 	 	 
	 	 	Name of Anti-Predatory	 	Category under Applicable
	State/Jurisdiction	 	Lending Law/Effective Date	 	Anti-Predatory Lending Law
	Ohio

	 	H.B. 386 (codified in
various sections of the Ohio
Code), Ohio Rev. Code Ann.
§§ 1349.25 et seq.


Effective May 24, 2002
	 	Covered Loan
	 
	 	 	 	 
	Oklahoma

	 	Consumer Credit Code
(codified in various
sections of Title 14A)


Effective July 1, 2000;
amended effective January 1,
2004
	 	Subsection 10 Mortgage
	 
	 	 	 	 
	South Carolina

	 	South Carolina High Cost and
Consumer Home Loans Act,
S.C. Code Ann. §§ 37-23-10
et seq.


Effective for loans taken on
or after January 1, 2004
	 	High Cost Home Loan
	 
	 	 	 	 
	West Virginia

	 	West Virginia Residential
Mortgage Lender, Broker and
Servicer Act, W. Va. Code
Ann. §§ 31-17-1 et seq.


Effective June 5, 2002
	 	West Virginia Mortgage

Loan Act Loan






Standard & Poor’s Covered Loan Categorization




	 	 	 	 	 
	 	 	Name of Anti-Predatory	 	Category under Applicable
	State/Jurisdiction	 	Lending Law/Effective Date	 	Anti-Predatory Lending Law
	Georgia (Oct. 1, 2002 -
Mar. 6, 2003)

	 	Georgia Fair Lending
Act, Ga. Code Ann. §§
7-6A-1 et seq.


Effective October 1,
2002 — March 6, 2003
	 	Covered Loan
	 
	 	 	 	 
	New Jersey

	 	New Jersey Home
Ownership Security Act
of 2002, N.J. Rev.
Stat. §§ 46:10B-22 et
seq.


Effective November 27,
2003 — July 5, 2004
	 	Covered Home Loan






B-4









 






Standard & Poor’s Home Loan Categorization




	 	 	 	 	 
	 	 	Name of Anti-Predatory	 	Category under Applicable
	State/Jurisdiction	 	Lending Law/Effective Date	 	Anti-Predatory Lending Law
	Georgia (Oct. 1, 2002 -
Mar. 6, 2003)

	 	Georgia Fair Lending
Act, Ga. Code Ann. §§
7-6A-1 et seq.


Effective October 1,
2002 — March 6, 2003
	 	Home Loan
	 
	 	 	 	 
	New Jersey

	 	New Jersey Home
Ownership Security Act
of 2002, N.J. Rev.
Stat. §§ 46:10B-22 et
seq.


Effective for loans
closed on or after
November 27, 2003
	 	Home Loan
	 
	 	 	 	 
	New Mexico

	 	Home Loan Protection
Act, N.M. Rev. Stat. §§
58-21A-1 et seq.


Effective as of January
1, 2004; Revised as of
February 26, 2004
	 	Home Loan
	 
	 	 	 	 
	North Carolina

	 	Restrictions and
Limitations on High
Cost Home Loans, N.C.
Gen. Stat. §§ 24-1.1E
et seq.


Effective July 1, 2000;
amended October 1, 2003
(adding open-end lines
of credit)
	 	Consumer Home Loan
	 
	 	 	 	 
	South Carolina

	 	South Carolina High
Cost and Consumer Home
Loans Act, S.C. Code
Ann. §§ 37-23-10 et
seq.


Effective for loans
taken on or after
January 1, 2004
	 	Consumer Home Loan






B-5









 






SCHEDULE A




MORTGAGE LOAN SCHEDULE




[On file with Trust Administrator]