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Document Preview Seller's Warranties and Servicing Agreement |
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Title: |
Seller's Warranties and Servicing Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 9KB of 342KB total |
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Price: |
$94 |
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ID: |
#2703322 |
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MORGAN STANLEY MORTGAGE CAPITAL INC.
Purchaser
and
WELLS FARGO BANK, N.A.
Company
___________________________________________
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of December 1, 2005
___________________________________________
Adjustable Rate Mortgage Loans
WFHM Mortgage Loan Series 2005-W102
{PAGE}
TABLE OF CONTENTS
ARTICLE I......................................................................1
DEFINITIONS....................................................................1
ARTICLE II....................................................................13
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;
CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS....................................13
ARTICLE III...................................................................18
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH............................18
ARTICLE IV....................................................................35
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS................................35
ARTICLE V.....................................................................52
PAYMENTS TO PURCHASER.........................................................52
ARTICLE VI....................................................................54
GENERAL SERVICING PROCEDURES..................................................54
ARTICLE VII...................................................................60
COMPANY TO COOPERATE..........................................................60
ARTICLE VIII..................................................................61
THE COMPANY...................................................................61
ARTICLE IX....................................................................63
{PAGE}
REMOVAL OF MORTGAGE LOANS FROM AGREEMENT......................................63
ARTICLE X.....................................................................73
DEFAULT.......................................................................73
ARTICLE XI....................................................................76
TERMINATION...................................................................76
ARTICLE XII...................................................................76
MISCELLANEOUS PROVISIONS......................................................76
EXHIBITS
Exhibit A Mortgage Loan Schedule
(WFHM 2005-W102)
Exhibit B Contents of Each Mortgage File
Exhibit C Custodial Agreement
Exhibit D Form of Assignment, Assumption and
Recognition Agreement
Exhibit E Form of Sarbanes-Oxley Certification
Exhibit F Data File
Exhibit G Form of Indemnification Agreement
Exhibit H Form of Company Officer's Certificate
Exhibit I Form of Opinion of Counsel
Exhibit J Servicing Criteria to be addressed in
the Assessment of Compliance
{PAGE}
This is a Seller's Warranties and Servicing Agreement for adjustable
rate residential first mortgage loans, dated and effective as of December 1,
2005, and is executed between Morgan Stanley Mortgage Capital Inc. as
purchaser (the "Purchaser"), and Wells Fargo Bank, N.A., as seller and
servicer (the "Company").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Purchaser has agreed to purchase from the Company and the
Company has agreed to sell to the Purchaser certain first lien adjustable rate
mortgage loans which have an aggregate outstanding principal balance, as
indicated on the Mortgage Loan Schedule, as of the close of business on the
Cut-off Date, after deduction of payments due on or before such date, which
are annexed hereto as Exhibit A;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of
trust or other security instrument creating a one- to four-family first lien
on a residential dwelling located in the jurisdictions indicated on the
Mortgage Loan Schedule; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of
purchase of the Mortgage Loans and the conveyance, servicing and control of
the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Company agree
as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the
content otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those
customary mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as the Mortgage
Loans in the jurisdiction where the related Mortgaged Property is located.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on
which the Mortgage Interest Rate is adjusted in accordance with the terms of
the related Mortgage Note and Mortgage.
{PAGE}
Affiliate: Of any person means any Person who directly or indirectly
controls, is controlled by, or is under direct or indirect common control with
such person. For the purposes of this definition, the term "control" when used
with respect to any Person means the power to direct the management and
policies of such Person directly or indirectly, whether thorough the ownership
of voting securities, by contract or otherwise.
Agency/Agencies: Fannie Mae, Freddie Mac or GNMA, or any of them as
applicable.
Agency Sale: Any sale or transfer of some or all of the Mortgage Loans
by the Purchaser to an Agency which sale or transfer is not a Securitization
Transaction or Whole Loan Transfer.
Agreement: This Seller's Warranties and Servicing Agreement and all
exhibits hereto, amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
Appraised Value: With respect to any Mortgage Loan, the lesser of (i)
the value set forth on the appraisal made in connection with the origination
of the related Mortgage Loan as to the value of the related Mortgaged
Property, or (ii) the purchase price paid for the Mortgaged Property;
provided, however, that in the case of a refinanced Mortgage Loan, such value
shall be based solely on the appraisal made in connection with the origination
of such Mortgage Loan.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Purchaser or its designated assignee,
or if the related Mortgage has been recorded in the name of MERS or its
designee, such actions as are necessary to cause the Purchaser to be shown as
the owner of the related Mortgage on the records of MERS for purposes of the
system or recording transfers of beneficial ownership of mortgages maintained
by MERS.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day
on which banking and savings and loan institutions in the State of Iowa, the
State of California, the State of Maryland or the State of New York are
authorized or obligated by law or executive order to be closed.
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