Preview of our top selling Mortgage Loan Servicing Agreement
Morgan Stanley Dean Witter Capital I - Mortgage Loan Sale And Servicing Agreement
Form of Mortgage Loan Sale and
Servicing Agreement for Residential
Mortgage Pass-Through Certificates
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MORTGAGE LOAN SALE AND SERVICING AGREEMENT
between
[_______________________________________],
as Seller and as Servicer
and
MORGAN STANLEY MORTGAGE CAPITAL INC.,
as Purchaser
Dated as of [_________, 200__]
Conventional,
Fixed and Adjustable Rate,
Residential Mortgage Loans
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TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS...................................................1
SECTION 2. PURCHASE AND CONVEYANCE......................................18
SECTION 3. MORTGAGE LOAN SCHEDULE.......................................18
SECTION 4. PURCHASE PRICE...............................................19
SECTION 5. EXAMINATION OF MORTGAGE FILES................................19
SECTION 6. DELIVERY OF MORTGAGE LOAN DOCUMENTS..........................19
Subsection 6.01 Possession of Mortgage Files............................19
Subsection 6.02 Books and Records.......................................20
Subsection 6.03 Delivery of Mortgage Loan Documents.....................20
Subsection 6.04 MERS Designated Loans...................................21
SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS; REMEDIES FOR
BREACH.......................................................22
Subsection 7.01 Representations and Warranties Regarding Individual
Mortgage Loans..........................................22
Subsection 7.02 Seller Representations..................................36
Subsection 7.03 Remedies for Breach of Representations and
Warranties..............................................39
Subsection 7.04 Repurchase of Mortgage Loans with Early Payment
Defaults................................................42
Subsection 7.05 Premium Recapture.......................................42
SECTION 8. CLOSING......................................................42
SECTION 9. CLOSING DOCUMENTS............................................42
SECTION 10. COSTS........................................................44
SECTION 11. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...........44
Subsection 11.01 Servicer to Act as Servicer.............................44
Subsection 11.02 Liquidation of Mortgage Loans...........................45
Subsection 11.03 Collection of Mortgage Loan Payments....................46
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Subsection 11.04 Establishment of Custodial Account; Deposits in
Custodial Account.......................................46
Subsection 11.05 Withdrawals From the Custodial Account..................47
Subsection 11.06 Establishment of Escrow Account; Deposits in Escrow
Account.................................................48
Subsection 11.07 Withdrawals From Escrow Account.........................49
Subsection 11.08 Payment of Taxes, Insurance and Other Charges;
Collections Thereunder..................................49
Subsection 11.09 Transfer of Accounts....................................51
Subsection 11.10 Maintenance of Hazard Insurance.........................51
Subsection 11.11 Fidelity Bond; Errors and Omissions Insurance...........51
Subsection 11.12 Title, Management and Disposition of REO Property.......52
Subsection 11.13 Servicing Compensation..................................53
Subsection 11.14 Distributions...........................................53
Subsection 11.15 Statements to the Purchaser.............................53
Subsection 11.16 Advances by the Servicer................................54
Subsection 11.17 Assumption Agreements...................................55
Subsection 11.18 Satisfaction of Mortgages and Release of Mortgage
Files...................................................55
Subsection 11.19 Annual Statement as to Compliance.......................56
Subsection 11.20 Annual Independent Public Accountants' Servicing
Report or Attestation...................................56
Subsection 11.21 Servicer Shall Provide Access and Information as
Reasonably Required.....................................56
Subsection 11.22 Transfer of Servicing...................................57
Subsection 11.23 Notification of Maturity Date...........................59
Subsection 11.24 Notification of Adjustments.............................59
SECTION 12. THE SERVICER.................................................59
Subsection 12.01 Indemnification; Third Party Claims.....................60
Subsection 12.02 Merger or Consolidation of the Servicer.................61
Subsection 12.03 Limitation on Liability of the Servicer and Others......61
Subsection 12.04 Seller and Servicer Not to Resign.......................62
SECTION 13. DEFAULT......................................................62
Subsection 13.01 Events of Default.......................................62
Subsection 13.02 Waiver of Defaults......................................63
SECTION 14. TERMINATION..................................................63
Subsection 14.01 Termination.............................................63
Subsection 14.02 Termination of the Servicer Without Cause...............64
Subsection 14.03 Successors to the Servicer..............................64
SECTION 15. COOPERATION OF SELLER WITH A RECONSTITUTION..................65
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SECTION 16. NOTICES......................................................67
SECTION 17. SEVERABILITY CLAUSE..........................................68
SECTION 18. NO PARTNERSHIP...............................................68
SECTION 19. COUNTERPARTS.................................................68
SECTION 20. GOVERNING LAW JURISDICTION; CONSENT TO SERVICE OF PROCESS....68
SECTION 21. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST...............69
SECTION 22. INTENTION OF THE PARTIES.....................................69
SECTION 23. SUCCESSORS AND ASSIGNS.......................................69
SECTION 24. WAIVERS......................................................70
SECTION 25. EXHIBITS.....................................................70
SECTION 26. GENERAL INTERPRETIVE PRINCIPLES..............................70
SECTION 27. REPRODUCTION OF DOCUMENTS....................................70
SECTION 28. AMENDMENT....................................................70
SECTION 29. CONFIDENTIALITY..............................................71
SECTION 30. ENTIRE AGREEMENT.............................................71
SECTION 31. FURTHER AGREEMENTS...........................................71
SECTION 32. NO SOLICITATION..............................................71
SECTION 33. WAIVER OF JURY TRIAL.........................................72
SECTION 34. COMPLIANCE WITH REGULATION AB................................72
Subsection 34.01 Intent of the Parties; Reasonableness...................72
Subsection 34.02 Additional Representations and Warranties of the
Seller..................................................73
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Subsection 34.03 Information to Be Provided by the Seller................73
Subsection 34.04 Servicer Compliance Statement...........................78
Subsection 34.05 Report on Assessment of Compliance and Attestation......78
Subsection 34.06 Use of Subservicers and Subcontractors..................79
Subsection 34.07 Indemnification; Remedies...............................80
EXHIBITS
EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
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MORTGAGE LOAN SALE AND SERVICING AGREEMENT
THIS MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of [___________, 200__], is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the "Purchaser"), and [_____________________], a [_____________________], in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").
W I T N E S S E T H:
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WHEREAS, the Seller desires to sell, from time to time, to the Purchaser, and the Purchaser desires to purchase, from time to time, from the Seller, certain conventional fixed and adjustable rate residential first-lien mortgage loans (the "Mortgage Loans") on a servicing-retained basis as described herein, and which shall be delivered in pools of whole loans (each, a "Mortgage Loan Package") on various dates as provided herein (each, a "Closing Date");
WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for the related Mortgage Loan Package;
WHEREAS, the Purchaser, the Seller and the Servicer wish to prescribe the manner of the conveyance, servicing and control of the Mortgage Loans; and
WHEREAS, following its purchase of the Mortgage Loans from the Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one or more purchasers as a whole loan transfer or a public or private, rated or unrated mortgage pass-through transaction.
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, the Seller and the Servicer agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.
Accepted Servicing Procedures: Procedures (including collection procedures) that the Servicer customarily employs and exercises in servicing and administering mortgage loans for its own account that are similar to the Mortgage Loans and which are in accordance with accepted mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as the Mortgage Loans in the jurisdictions where the related Mortgaged Properties are located.
Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant to this Agreement, the Mortgage Interest Rate of which is adjusted from time to time in accordance with the terms of the related Mortgage Note.
Affiliate: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
Agency Transfer: A Fannie Mae Transfer or a Freddie Mac Transfer.
Agreement: This Mortgage Loan Sale and Servicing Agreement including all exhibits, schedules, amendments and supplements hereto.
ALTA: The American Land Title Association.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by a Qualified Appraiser and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.
Assignment and Conveyance Agreement: As defined in Section 2.
Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form and in blank, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.
Balloon Mortgage Loan: Any Mortgage Loan (a) that requires only payments of interest until the stated maturity date of the Mortgage Loan or (b) for which Monthly Payments of principal (not including the payment due on its stated maturity date) are based on an amortization schedule that would be insufficient to fully amortize the principal thereof by the stated maturity date of the Mortgage Loan.
Business Day: Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions in the state in which (i) the Servicer is located or (ii) the Custodial Account is maintained, are authorized or obligated by law or executive order to be closed.
Cash-Out Refinance: A Refinanced Mortgage Loan in which the proceeds received were in excess of the amount of funds required to repay the principal balance of any existing first mortgage on the related Mortgaged Property, pay related closing costs and satisfy
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any outstanding subordinate mortgages on the related Mortgaged Property and which provided incidental cash to the related Mortgagor of more than 1% of the original principal balance of such Mortgage Loan.
Closing Date: The date or dates on which the Purchaser from time to time shall purchase, and the Seller from time to time shall sell, the Mortgage Loans listed on the related Mortgage Loan Schedule with respect to the related Mortgage Loan Package.
Closing Documents: The documents required to be delivered on each Closing Date pursuant to Section 9.
CLTA: The California Land Title Association.
[CLTV: As of any date and as to any Second Lien Loan, the ratio, expressed as a percentage, of (a) the sum of (i) the outstanding principal balance of the Second Lien Loan and (ii) the outstanding principal balance as of such date of any mortgage loan or mortgage loans that are senior or equal in priority to the Second Lien Loan and which are secured by the same Mortgaged Property to (b) the Appraised Value as determined pursuant to the Underwriting Guidelines of the related Mortgaged Property as of the origination of the Second Lien Loan.]
Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.
Commission: The United States Securities and Exchange Commission.
Condemnation Proceeds: All awards, compensation and settlements in respect of a taking of all or part of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Co-op: A private, cooperative housing corporation, having only one class of stock outstanding, which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes the sale of stock and the issuance of a Co-op Lease.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Covered Loan: A Mortgage Loan categorized as Covered pursuant to Appendix E of Standard & Poor's Glossary.
Custodial Account: As defined in Subsection 11.04.
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Custodial Agreement: The agreement governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Documents. If more than one Custodial Agreement is in effect at any given time, all of the individual Custodial Agreements shall collectively be referred to as the "Custodial Agreement."
Custodian: [__________], a [__________], and its successors in interest, or any successor to the Custodian under the Custodial Agreement as therein provided.
Cut-off Date: The date or dates designated as such on the related Mortgage Loan Schedule with respect to the related Mortgage Loan Package.
Cut-off Date Principal Balance: The aggregate Stated Principal Balance of the Mortgage Loans as of the applicable Cut-off Date which is determined after the application, to the reduction of principal, of payments of principal due on or before such Cut-off Date, whether or not collected, and of partial principal prepayments received before such Cut-off Date.
Deemed Material and Adverse Representation: Each representation and warranty identified as such in Section 7.01 of this Agreement.
Deleted Mortgage Loan: A Mortgage Loan that is repurchased or to be repurchased or replaced or to be replaced with a Qualified Substitute Mortgage Loan by the Seller in accordance with the terms of this Agreement.
Delinquent Mortgage Loans: As defined in Subsection 11.01.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Determination Date: With respect to each Remittance Date, the [15th] day (or, if such [15th] day is not a Business Day, the following Business Day) of the month in which such Remittance Date occurs.
Due Date: With respect to each Remittance Date, the first day of the calendar month in which such Remittance Date occurs, which is the day on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date and any Mortgage Loan, the period beginning on the second day of the month preceding such Remittance Date through and including the first day of the month in which such Remittance Date occurs.
Eligible Investments: Any one or more of the following obligations or securities:
(a) obligations of or guaranteed as to principal and interest by Freddie Mac, Fannie Mae or any agency or instrumentality of the United States when such obligations are backed by the full faith and credit of the United States; provided, however, that such obligations of Freddie Mac or Fannie Mae shall be limited to senior debt obligations and mortgage participation certificates except that investments in mortgage-backed or mortgage participation
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securities with yields evidencing extreme sensitivity to the rate of principal payments on the underlying mortgages shall not constitute Eligible Investments hereunder;
(b) repurchase agreements on obligations specified in clause (a) maturing not more than one month from the date of acquisition thereof;
(c) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than ninety (90) days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than thirty (30) days) denominated in United States dollars of any United States depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company;
(d) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which is rated not lower than "P-2" by Moody's Investors Service, Inc. and rated not lower than "A-2" by Standard & Poor's; and
(e) a money market fund;
provided, however, that no instrument shall be an Eligible Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations.
Escrow Account: As defined in Subsection 11.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the Mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Subsection 13.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie Mae: The Federal National Mortgage Association or any successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae Servicers' Guide, as amended or restated from time to time.
Fannie Mae Transfer: As defined in Section 15.
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FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHA: The Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.
Fidelity Bond: The fidelity bond required to be obtained by the Servicer pursuant to Subsection 11.11.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.
First Lien Loan: A Mortgage Loan secured by a first lien Mortgage on the related Mortgaged Property.
Fixed Rate Mortgage Loan: A fixed rate mortgage loan purchased pursuant to this Agreement.
Freddie Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.
Freddie Mac Transfer: As defined in Section 15.
Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note which amount is added to the Index in accordance with the terms of the related Mortgage Note to determine on each Interest Rate Adjustment Date the Mortgage Interest Rate for such Mortgage Loan.
High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership and Equity Protection Act of 1994, (b) classified as a "high cost home," "threshold," "covered," (excluding New Jersey "Covered Home Loans" as that term was defined in clause (1) of the definition of that term in the New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), "high risk home," "predatory" or similar loan 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) or (c) a Mortgage Loan categorized as High Cost pursuant to Appendix E of Standard & Poor's Glossary. For avoidance of doubt, the parties agree that this definition shall apply to any law regardless of whether such law is presently, or in the future becomes, the subject of judicial review or litigation.
Home Loan: A Mortgage Loan categorized as a Home Loan pursuant to Appendix E of Standard & Poor's Glossary.
HUD: The Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to Mortgage Insurance issued by the FHA. The term "HUD," for purposes of this
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Agreement, is also deemed to include subdivisions thereof such as the FHA and Government National Mortgage Association.
Index: The index indicated in the related Mortgage Note for each Adjustable Rate Mortgage Loan.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
Interest Rate Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the date, specified in the related Mortgage Note and the related Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.
Interim Funder: With respect to each MERS Designated Mortgage Loan, the Person named on the MERS System as the interim funder pursuant to the MERS Procedures Manual.
Investor: With respect to each MERS Designated Mortgage Loan, the Person named on the MERS System as the investor pursuant to the MERS Procedures Manual.
Lifetime Rate Cap: The provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the term of each Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Adjustable Rate Mortgage Loan by more than the amount per annum set forth on the related Mortgage Loan Schedule.
Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.
Loan-to-Value Ratio: With respect to any Mortgage Loan, as of any date of determination, the ratio (expressed as a percentage) the numerator of which is the outstanding principal balance of the Mortgage Loan as of the related Cut-off Date (unless otherwise indicated), and the denominator of which is the lesser of (a) the Appraised Value of the Mortgaged Property at origination and (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of the Mortgaged Property.
[LPMI Fee: With respect to each Mortgage Loan which has an LPMI Policy, the portion of the Mortgage Interest Rate as set forth on the related Mortgage Loan Schedule (which shall be payable solely from the interest portion of Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds), which, during such period prior to the required cancellation of the LPMI Policy, shall be used to pay the premium due on the related LPMI Policy.]
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[LPMI Loan: Any Mortgage Loan with respect to which Servicer is responsible for paying the premium due on the related LPMI Policy with the proceeds generated by the LPMI Fee relating to such Mortgage Loan, as set forth on the related Mortgage Loan Schedule.]
[LPMI Policy: A policy of primary mortgage guaranty insurance issued by an insurer acceptable under the Underwriting Guidelines and qualified to do business in the jurisdiction where the Mortgaged Property is located, pursuant to which the related premium is to be paid by the Servicer of the related Mortgage Loan from payments of interest made by the Mortgagor in an amount as is set forth in the related Mortgage Loan Schedule.]
LTV: Loan-to-Value Ratio.
Manufactured Home: A single family residential unit that is constructed in a factory in sections in accordance with the Federal Manufactured Home Construction and Safety Standards adopted on June 15, 1976, by the Department of Housing and Urban Development ("HUD Code"), as amended in 2000, which preempts state and local building codes. Each unit is identified by the presence of a HUD Plate/Compliance Certificate label. The sections are then transported to the site and joined together and affixed to a pre-built permanent foundation (which satisfies the manufacturer's requirements and all state, county, and local building codes and regulations). The manufactured home is built on a non-removable, permanent frame chassis that supports the complete unit of walls, floors, and roof. The underneath part of the home may have running gear (wheels, axles, and brakes) that enable it to be transported to the permanent site. The wheels and hitch are removed prior to anchoring the unit to the permanent foundation. The manufactured home must be classified as real estate and taxed accordingly. The permanent foundation may be on land owned by the mortgager or may be on leased land.
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and its successors in interest.
MERS Designated Mortgage Loan: Mortgage Loans for which (a) the Seller has designated or will designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for the Seller, in accordance with the MERS Procedures Manual and (b) the Seller has designated or will designate the Purchaser as the Investor on the MERS System.
MERS Procedures Manual: The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.
MERS Report: The report from the MERS System listing MERS Designated Mortgage Loans and other information.
MERS System: MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.
Monthly Payment: With respect to any Mortgage Loan, the scheduled payment of principal and interest payable by a Mortgagor under the related Mortgage Note on each Due Date.
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Mortgage: With respect to a Mortgage Loan that is not a Co-op Loan, the mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien [on the], [in the case of a First Lien Loan, or a second lien, in the case of a Second Lien Loan, on the related] Mortgaged Property. With respect to a Co-op Loan, the Security Agreement.
Mortgage File: With respect to any Mortgage Loan, the Mortgage Loan Documents and the items listed in Exhibit 2 hereto and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: Each mortgage loan sold, assigned and transferred pursuant to this Agreement and identified on the applicable Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: With respect to any Mortgage Loan, the documents listed in Exhibit 1 hereto.
Mortgage Loan Package: Each pool of Mortgage Loans, which shall be purchased by the Purchaser from the Seller from time to time on each Closing Date.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest payable to the Purchaser, which shall be equal to the related Mortgage Interest Rate minus the related Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans setting forth the following information with respect to each Mortgage Loan in the related Mortgage Loan Package: (1) the Seller's Mortgage Loan identifying number; (2) the Mortgagor's name; (3) the social security number of the Mortgagor; (4) a code indicating whether the Mortgagor's race and/or ethnicity is (i) native American or Alaskan native, (ii) Asian/Pacific islander, (iii) African American, (iv) white, (v) Hispanic or Latino, (vi) other minority, (vii) not provided by the Mortgagor, (viii) not applicable (if the Mortgagor is an entity) and (ix) unknown or missing; (5) the street address of the Mortgaged Property including the city, state and zip code; (6) a code indicating whether the Mortgagor is self-employed; (7) a code indicating whether the Mortgaged Property is owner-occupied, investment property or a second home; (8) a code indicating the number and type of residential units constituting the Mortgaged Property (e.g. single family residence, two-family residence, three-family residence, four-family residence, multifamily residence, condominium, manufactured housing, mixed-use property, raw land and other non-residential properties, planned unit development or cooperative stock in a cooperative housing corporation); (9) the original months to maturity or the remaining months to maturity from the related Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization
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schedule; (10) the Loan-to-Value Ratio [or CLTV, as applicable] at origination; (11) the Mortgage Interest Rate as of the related Cut-off Date; (12) the date on which the first Monthly Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, the Due Date; (13) the stated maturity date; (14) the amount of the Monthly Payment as of the related Cut-off Date; (15) the last payment date on which a payment was actually applied to the outstanding principal balance; (16) the schedule of the payment delinquencies in the prior 12 months; (17) the original principal amount of the Mortgage Loan; (18) the principal balance of the Mortgage Loan as of the close of business on the related Cut-off Date, after deduction of payments of principal due and collected on or before the related Cut-off Date; (19) whether the Mortgage Loan has Monthly Payments that are interest-only for a period of time, and the interest-only period, if applicable [(and with respect to each Second Lien Loan, whether the related first lien mortgage loan has monthly payments that are interest-only for a period of time, and the interest-only period, if applicable)]; (20) with respect to each Mortgage Loan with a second lien behind it, the combined principal balance of the Mortgage Loan and the applicable second lien loan, as of the close of business on the related Cut-off Date, after deduction of payments of principal due and collected on or before the related Cut-off Date; (21) a code indicating whether there is a simultan...
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