Limitation on Liability of Servicer and Others
56
Section 13.04
Seller and Servicer Not to Resign
57
-ii-
TABLE OF CONTENTS
(continued)
Page
ARTICLE XIV
DEFAULT
Section 14.01
Events of Default
57
Section 14.02
Waiver of Defaults
58
ARTICLE XV
TERMINATION
Section 15.01
Termination
59
Section 15.02
Termination Payments
59
ARTICLE XVI
MISCELLANEOUS PROVISIONS
Section 16.01
Successor to Servicer
59
Section 16.02
Amendment
60
Section 16.03
Recordation of Agreement
60
Section 16.04
Duration of Agreement
61
Section 16.05
Governing Law; Choice of Forum; Waiver of Jury Trial; Arbitration
61
Section 16.06
Notices
61
Section 16.07
Severability of Provisions
61
Section 16.08
No Partnership
62
Section 16.09
Execution; Successors and Assigns
62
Section 16.10
Further Assurances
62
EXHIBIT A
CONTENTS OF MORTGAGE FILES
EXHIBIT B
CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT C
CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT D
REO ACCOUNT CERTIFICATION
EXHIBIT E
REO ACCOUNT LETTER AGREEMENT
EXHIBIT F
TERM SHEET
EXHIBIT G
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
EXHIBIT H
MORTGAGE LOAN DOCUMENTS
EXHIBIT I
FORM OF OFFICER'S CERTIFICATE
EXHIBIT J
MONTHLY REPORT
EXHIBIT K
WHOLE LOAN TRANSFER INFORMATION
EXHIBIT L
FORM OF COMMITMENT LETTER
EXHIBIT M
FORM OF BAILEE AGREEMENT
EXHIBIT N
REGULATION AB REQUIREMENTS
EXHIBIT O
MORTGAGE LOAN SCHEDULE
EXHIBIT P
FORM OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN
ATTACHMENT 1
FORM OF ANNUAL CERTIFICATION
ATTACHMENT 2
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
-iii-
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is a Master Mortgage Loan Purchase and Servicing Agreement (the
"Agreement"), dated and effective as of March 1, 2010, by and between RWT
HOLDINGS, INC., (the "Initial Purchaser," and the Initial Purchaser or the
Person, if any, to which the Initial Purchaser has assigned its rights and
obligations hereunder as Purchaser with respect to a Mortgage Loan, and each of
their respective successors and assigns, the "Purchaser"), and CITIMORTGAGE,
INC., as seller (in such capacity, the "Seller") and as servicer (in such
capacity, the "Servicer").
WITNESSETH:
WHEREAS, Purchaser has agreed to purchase, from time to time, from Seller, and
Seller has agreed to sell, from time to time, to Purchaser, certain mortgage
loans (the "Mortgage Loans") on a non-recourse, servicing retained basis, and
which shall be delivered as whole loans on the date provided herein (each a
"Closing Date");
WHEREAS, Each Mortgage Loan is secured by a mortgage, deed of trust or other
instrument creating a first lien on a residential dwelling located in the
jurisdiction indicated on the Mortgage Loan Schedule to be provided to Purchaser
on the Closing Date; and
WHEREAS, Purchaser, Seller and Servicer wish to prescribe the manner of the
purchase, conveyance, management, servicing and control of the Mortgage Loans.
NOW THEREFORE, In consideration of the premises and the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Purchaser, Seller
and Servicer agree as follows:
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01
Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise