Common use of Underwriting Criteria Clause in Contracts

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with Countrywide’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to Countrywide) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANS, INC. XXXXXXX SACHS MORTGAGE COMPANY By: By: Name: Xxxxx Xxxxxxx Name: Title: Executive Vice President Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with CountrywideIndymac’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx Mae or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to CountrywideIndymac) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANSINDYMAC BANK, INC. F.S.B., XXXXXXX SACHS MORTGAGE COMPANY By: By: Name: Xxxxx Xxxxxxx _________________________________________ Name: Title: Executive Vice President By: _________________________________________ Name: Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with CountrywideIndymac’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to CountrywideIndymac) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANSINDYMAC BANK, INC. F.S.B., XXXXXXX SACHS MORTGAGE COMPANY By: By: Name: Xxxxx Xxxxxxx _____________________________ Name: Title: Executive Vice President By: _____________________________ Name: Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with Countrywide’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to Countrywide) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANS, INC. XXXXXXX SACHS MORTGAGE COMPANY By: By: ______________________________________ Name: Xxxxx Xxxxxxx Name: Title: Executive Vice President XXXXXXX XXXXX MORTGAGE COMPANY By: ______________________________________ Name: Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with Countrywide’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to Countrywide) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANS, INC. XXXXXXX SACHS MORTGAGE COMPANY By: By: ______________________________ Name: Xxxxx Xxxxxxx Name: Title: Executive Vice President By: _________________________________ Name: Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with Countrywide’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx Mae or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to Countrywide) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [conforms in all material respects to the GNMA mortgage eligibility criteria and is eligible for sale and securitization into a GNMA mortgage-backed security] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANS, INC. XXXXXXX SACHS MORTGAGE COMPANY By: By: __________________________________ Name: Xxxxx Xxxxxxx Name: Title: Executive Vice President CITIGROUP GLOBAL MARKETS REALTY CORP. By: __________________________________ Name: Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.. 2. 3. 4. 5. EXHIBIT D to PURCHASE CONFIRMATION PENDING MORTGAGE LOANS LOAN COUNT LOAN NUMBER DOCUMENT 1. 2. 3. 4. 5. EXHIBIT C FORM OF CUSTODIAL AGREEMENT [CUSTODIAN’S LETTERHEAD] _______________, (YEAR) Xx. Xxxxxxx Xxxxx Vice President Citigroup Global Markets Realty Corp. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xx. Xxxxx Xxxxxxx Executive Vice President Countrywide Home Loans Inc. 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: Sale of Mortgage Loans pursuant to that certain Master Mortgage Loan Purchase and Servicing Agreement, dated as of August 8, 2002 and Purchase Confirmation dated August 8, 2002, (collectively the “Agreement”) between Countrywide Home Loans Inc. (“SELLER”) and Citigroup Global Markets Realty Corp. (“PURCHASER”). Ladies and Gentlemen: [ ], a nationally chartered bank [and an affiliate of SELLER] (the “Custodian”), has been advised of an impending sale by SELLER to PURCHASER, of certain mortgage loans described on Exhibit “A” attached hereto (the “Mortgage Loans”), which sale is expected to occur on [SALE DATE], (YEAR). The Mortgage Loans are currently held by the Custodian as custodian for SELLER. SELLER has requested that upon the Custodian’s receipt of written confirmation from SELLER that it has received the Purchase Price, the Custodian (i) hold such Mortgage Loans in custody for the exclusive benefit of PURCHASER; (ii) by its execution hereof, certify to PURCHASER its possession of the Mortgage Note, Assignment of Mortgage and a certified copy of the Mortgage for each Mortgage Loan except as the Custodian may separately notify PURCHASER in writing; (iii) segregate and maintain continuous custody of all Mortgage Files in secure and fire-resistant facilities in accordance with customary standards for such custody: and (iv) ship the Mortgage Loans to such address as PURCHASER may instruct the Custodian in writing upon consummation of the sale. Except as specifically required to be stated herein, the Custodian makes no representation or warranty with respect to any of the Mortgage Loans or Mortgage Files. This is to advise SELLER and PURCHASER that the Custodian hereby agrees to perform the services stated in the immediately preceding sentence, subject to the terms and conditions set forth herein. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. The Custodian shall charge such fees for its custodial services under this letter agreement as are set forth in a separate agreement between the Custodian and SELLER, the payment of which fees, together with the Custodian’s expenses in connection herewith, shall be solely the obligation of SELLER. The sole obligation of the Custodian with respect to the Mortgage Loans shall be to perform the services expressly described herein, there being no implied duties hereunder. It is expressly agreed that in no event shall the Custodian have any (i) responsibility for documents which it has delivered to a shipper in accordance with the terms hereof while such documents are not in its possession or (ii) liability for any losses or damages to any person, including without limitation SELLER or PURCHASER, arising out of action taken by the Custodian consistent with instructions given hereunder (including without limitation, losses or damages arising out of non-performance or faulty performance by a shipper). SELLER agrees to reimburse, indemnify and hold harmless the Custodian, its directors, officers, employees and agents from and against any and all liability, loss, cost and expense, including reasonable fees and expenses of counsel arising from or connected with the Custodian’s execution and performance of this letter agreement, including but not limited to claims of any third parties, including PURCHASER, except in the case of loss, liability or expense resulting from gross negligence or willful misconduct on the part of the Custodian. The Custodian agrees to reimburse, indemnify and hold harmless PURCHASER, its directors, officers, employees, and agents from and against any and all liability, loss, cost and expense, including reasonable fees and expenses of counsel arising from or connected with PURCHASER’s execution of this letter agreement, including but not limited to, claims of any third parties resulting from gross negligence or willful misconduct on the part of the Custodian. In no event shall the Custodian, its directors, officers, employees or agents be liable for any indirect, special or consequential damages, even if such party has been advised of the possibility of such damages. For the purpose of facilitating the execution of this letter agreement, this letter agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original and all of which shall constitute one and the same instrument. By execution of this letter agreement, the Custodian represents and warrants that as of the consummation of the referenced transaction it holds and thereafter during the existence of this letter agreement shall hold, no adverse interest, by way of security or otherwise, in any Mortgage Loan and hereby waives and releases any such interest which it may have in any Mortgage Loan as of the consummation of the referenced transaction. All notices and communications hereunder shall be in writing and shall be deemed to have been duly given when received by the recipient party at the address shown in this letter. This letter agreement shall inure to the benefit of the successors and assigns of the parties hereto. The Custodian agrees that its rights and obligations hereunder shall not be assigned without the prior written consent of PURCHASER. PURCHASER shall provide written instructions as to the method of shipment and shippers The Custodian is to utilize in connection with the transmission the Mortgage Files and Loan Documents. Each individual executing this letter agreement is authorized to give and receive notices and is authorized to execute this letter agreement on behalf of and bind the respective party. This letter agreement may be amended from time to time by written agreement only signed by PURCHASER, THE CUSTODIAN and SELLER. This letter agreement shall (i) become effective as of the date hereof upon execution by SELLER, PURCHASER, and THE CUSTODIAN and (ii) will expire on [EXPIRATION DATE], (YEAR), if the sale described herein is not consummated by such date, unless the parties otherwise agree in writing. Very truly yours, [INSERT NAME OF CUSTODIAN] [Name] [Title] [Address] Accepted and Agreed Acknowledge: COUNTRYWIDE HOME LOANS, INC. By: __________________________________ Name: Xxxxx Xxxxxxx Title: Executive Vice President CITIGROUP GLOBAL MARKETS REALTY CORP. By: __________________________________ Name: Title: EXHIBIT D FORM OF TRADE CONFIRMATION [COUNTRYWIDE LETTERHEAD] [DATE] CITIGROUP GLOBAL MARKETS REALTY CORP. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxx, Vice President Re: Sale of $[AMOUNT] Million of Mortgage Loans to [PURCHASER] (Deal No. Syr-mm-xxx) Ladies and Gentlemen: This Trade Confirmation confirms the agreement between [PURCHASER] ("Purchaser") and Countrywide Home Loans, Inc. (“Countrywide") pursuant to which Purchaser has agreed to purchase, and Countrywide has agreed to sell, those certain mortgage loans [identified][summarized] in Exhibit A hereto (the “Mortgage Loans”), subject to the terms set forth herein. Closing Date: _________ __, [year][, provided, however, that the parties shall use their best efforts to consummate the transaction prior to [DATE]. Cut-Off Date: _________ __, [year] Commitment Amount: $______________. Purchase Price: $______________. Percentage: ____%, subject to adjustment as set forth in Exhibit A. [Loan-level pricing as set forth in Exhibit A.]

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with Countrywide’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to Countrywide) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [conforms in all material respects to the GNMA mortgage eligibility criteria and is eligible for sale and securitization into a GNMA mortgage-backed security] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANS, INC. XXXXXXX SACHS MORTGAGE COMPANY By: Name: Xxxxxxx X. Xxxxx VI Title: Vice President BANC OF AMERICA MORTGAGE CAPITAL CORPORATION By: Name: Xxxxx Xxxxxxx Name: Xxxx Title: Executive Vice President Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1. 2. 3. 4. 5. EXHIBIT D to PURCHASE CONFIRMATION PENDING MORTGAGE LOANS LOAN COUNT LOAN NUMBER DOCUMENT 1. 2. 3.

Underwriting Criteria. Each Mortgage Loan [was underwritten generally in accordance with Countrywide’s credit underwriting guidelines in effect at the time such Mortgage Loan was originated] [conforms to the Xxxxxx Xxx or Xxxxxxx Mac mortgage eligibility criteria (as such criteria applies to Countrywide) and is eligible for sale to, and securitization by, Xxxxxx Mae or Xxxxxxx Mac] [at the time of origination was underwritten to guidelines which are consistent with an institutional investor-quality mortgage loan]. Kindly acknowledge your agreement to the terms of this Purchase Confirmation by signing in the appropriate space below and returning this Purchase Confirmation to the undersigned. Telecopy signatures shall be deemed valid and binding to the same extent as the original. Sincerely, Agreed to and Accepted by: COUNTRYWIDE HOME LOANS, INC. XXXXXXX SACHS MORTGAGE COMPANY By: By: _____________________________ Name: Xxxxx Xxxxxxx Name: Title: Executive Vice President XXXXXXX XXXXX MORTGAGE COMPANY By: _____________________________ Name: Title: EXHIBIT A to PURCHASE CONFIRMATION MORTGAGE LOAN SCHEDULE (attached) B-A-1 EXHIBIT B to PURCHASE CONFIRMATION CALCULATION OF PURCHASE PROCEEDS (attached) B-B-1 EXHIBIT C to PURCHASE CONFIRMATION MISSING CREDIT DOCUMENTS LOAN COUNT LOAN NUMBER DOCUMENT 1.