WEB ACCESS AGREEMENT

Transcription

1 WEB ACCESS AGREEMENT This Web Access Agreement (the Agreement ) is entered into on, 200, by and between Specialized Loan Servicing LLC, a Delaware limited liability company, with principal offices at 8742 Lucent Blvd., Suite 300, Highlands Ranch, CO ( SLS ), and, a corporation/partnership/llc, with principal offices at, (the Investor ). RECITALS SLS will provide Investor with website access to certain loan level information regarding residential mortgage loans being serviced by SLS (the Mortgage Loans ). SLS will allow Investor to access and review the information relating to the Mortgage Loans provided that Investor executes this Agreement as a condition of its access and review of such information. In consideration of the mutual promises set forth herein and other valuable consideration, SLS and Investor agree as follows: AGREEMENT 1. Limited Purpose and No Reliance. Investor is an owner or otherwise has an interest in securities for certain series of mortgage-backed securities ( Securities ) in which SLS is acting as servicer of the underlying Mortgage Loans backing such Securities or is the owner of whole loans for which SLS is or will act as servicer. Solely for the purpose of an illustrative example of the manner in which SLS services such Mortgage Loans, and to review related information, Investor desires to access via the Internet certain data and information pertaining to these Mortgage Loans being serviced by SLS and the borrowers of such Mortgage Loans, and subject to terms and conditions set forth herein, SLS as a servicer for such Mortgage Loans will provide Investor with such access to its secure website at (the SLS Website or Website ). The information available through the SLS Website (the Servicing Information ) will consist of information regarding loan level servicing activities for the individual Mortgage Loans. Such Servicing Information will be limited in nature and will not include loan pool information for all of the related Mortgage Loans that back an Investor s Securities, which loan pool information will only be available through the issuer and trustee for the Investor s Securities in accordance with the agreement governing the issuance and administration of those Securities. Investor acknowledges and agrees that the Servicing Information is ongoing operational information of the servicing activities of SLS that may include incomplete or inaccurate data, and is subject to revisions and corrections from time to time, and has not been and will not be reviewed or audited by the independent accountants for SLS. Investor further acknowledges and agrees that the Servicing Information is being provided merely as an illustrative example of the servicing activities of SLS and will not be sufficient to make, and is not intended for the purpose of making, an investment decision in the related Securities. Web Access Agreement (for Mortgage-Backed Securities) - Page 1

2 ACCORDINGLY, IN CONNECTION WITH INVESTOR S ACCESS AND USE OF THE WEBSITE, ALL SERVICING INFORMATION SHALL BE SUBJECT TO THE DISCLAIMERS SET FORTH IN THE TERMS OF USE, AND SLS SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY REPRESENTATIONS OR WARRANTIES (EXPRESSED OR IMPLIED) WITH RESPECT TO ANY SERVICING INFORMATION, OR FOR ANY OMISSIONS FROM SUCH SERVICING INFORMATION. SLS shall not have any obligation or duty to continue to provide Investor with any Servicing Information available on the SLS Website or to maintain the SLS Website, and SLS in its sole discretion may discontinue Investor access to the SLS Website at any time. 2. Incorporation by Reference - Terms of Use and Disclaimers Agreement. In connection with and as a condition to access and use of the SLS Website by Investor and each Authorized User, this Agreement incorporates by reference and makes a part hereof the Terms of Use and Disclaimers Agreement located on the Investor Account Login, under Create Account: Online Access Agreement page (under the Terms of Use and Disclaimers) on the SLS Website (the Terms of Use ). The Investor signature hereto shall legally bind Investor and each Authorized User to the terms and conditions contained in the Terms of Use and the supplemental terms and conditions of this Agreement. With respect to each Authorized User, Investor (as though Investor itself is an Authorized User) hereby agrees to each and every representation, warranty, covenant, obligation, duty and other responsibility of such Authorized User pursuant to the Terms of Use, and Investor shall be jointly and severally liable for such Authorized User pursuant to the terms and conditions of the Terms of Use. Each time an Authorized User accesses or uses the SLS Website, both Investor and the Authorized User are agreeing to the terms and conditions of this Agreement, as may be amended, and the terms and conditions of the Terms of Use, as may be amended or modified from time to time. In the event of conflict between this Agreement and the Terms of Use, the Terms of Use shall govern and control, unless otherwise explicitly agreed in writing by the parties hereto and evidenced by an amendment to this Agreement and the Terms of Use. Capitalized terms not defined herein shall have the meanings given to such terms in the Terms of Use. 3. Web Access Requests and Approvals. Subject to the terms and conditions of this Agreement, Investor will be permitted access to and use of certain data and information regarding the related Mortgage Loans and the borrowers of such Mortgage Loans at the SLS Website. As a condition to Investor being provided this access and use of the Website, Investor represents, warrants and covenants to SLS (i) that Investor is currently, and at all times during which Investor or its employees have access to or use of the Website, Investor will be the beneficial owner of the Securities in which SLS is acting as servicer of the related Mortgage Loans, and (ii) that Investor will promptly notify SLS of its sale, conveyance or other disposition of its ownership of the Securities. In order for Investor to access or use the secure, password-protected SLS Website to access the Servicing Information for the related Mortgage Loans and borrowers, each of the following conditions shall be completed to the satisfaction of SLS: (1) this Agreement must be executed by a duly authorized officer of Investor; Web Access Agreement (for Mortgage-Backed Securities) - Page 2

3 (2) Investor must appoint one of its duly authorized employees, as identified on Exhibit A hereto, to be its administrator for purposes of this Agreement (the Investor Administrator ); (3) the Investor Administrator will designate a limited number employees of Investor, each of whom has responsibility for the administration or monitoring of the Securities, to be authorized exclusive access and use of the SLS Website (each an Authorized User ); (4) SLS and Investor must approve in advance all such Authorized Users; (5) Investor must provide and limit access to and use of the Website by each Authorized User through computer systems that utilize and maintain the necessary 128 bit encryption with SLS s Secured Socket Layer 3.0 or such other server as may be utilized by SLS; and (6) Investor and each Authorized User must satisfy any other reasonable requests made by SLS. Investor and SLS acknowledge and agree that for purposes of this Agreement, the Investor Administrator shall (i) represent and act on behalf of Investor, (ii) serve as the primary contact person for Investor, (iii) designate each Authorized User for Investor, (iv) provide accurate information to SLS regarding such Authorized Users, (v) maintain Investor s list of Authorized Users, including timely deletions and additions to such list of Authorized Users, and (vi) monitor such Authorized Users access and use of the Website to ensure compliance with this Agreement and the Terms of Use. Each time the Authorized User accesses or uses the Website such Authorized User will be deemed to have accepted and agreed to the Terms of Use. In the sole discretion of the Investor Administrator acting on behalf of Investor, the Investor Administrator shall designate each Authorized User. It is responsibility of Investor and the Investor Administrator to ensure that all necessary information for each Authorized User has been provided and is fully accurate. On a monthly basis, SLS will send the Investor Administrator a list of all Authorized Users and the Investor Administrator will confirm the accuracy of the list within 7 calendar days of the request. SLS will comply with Investor s request to remove any names from this list. Investor shall notify SLS in the event Investor changes the Investor Administrator. With respect to any other Investor employees (who are not Authorized Users hereunder) or any agents or consultants of Investor, including any persons having access or use of the SLS Website through the Investor s network or computer systems (any of these persons being an unauthorized user ), Investor shall be solely responsible for monitoring and keeping such unauthorized users from accessing or using the SLS Website and for establishing and maintaining commercially reasonable systems security and safekeeping procedures and policies to prevent any authorized users from accessing or using the SLS Website. Investor and each Authorized User are solely responsible for maintaining the confidentiality of such Authorized User s account identification and password and are fully Web Access Agreement (for Mortgage-Backed Securities) - Page 3

4 responsible for all activities that occur through the use of such account identification and password. Investor and each Authorized User agree to notify SLS immediately of any unauthorized use of such Authorized User s account identification or password or any other breach of the security of such account identification or password of the Authorized User or the Website. 3. Confidentiality. Investor explicitly agrees and acknowledges that is aware of and understands the regulations, obligations and limitations set forth in Gramm-Leach- Bliley Act of 1999, as it may be amended from time to time, and the regulations promulgated thereunder (the GLB Act ). In furtherance of the representations and warranties of the Investor contained in the Terms of Use, Investor acknowledges that it will have access to and its Authorized User s will have access to Nonpublic Personal Information as defined in 15 U.S.C 6809(4) ( Consumer Information ) and that Investor and its Authorized Users shall only use such Consumer Information for legitimate business purposes as permitted by law. Investor must maintain the privacy and confidentiality of Consumer Information and it shall take all reasonable and necessary measures to control and restrict its Authorized User s from disclosing or using, purposefully or inadvertently, such Consumer Information. 4. Network and Computer Security. Investor represents, warrants and covenants to SLS that only Authorized Users will be allowed to access and use the SLS Website. Investor shall be responsible for ensuring that each Authorized User will conduct their access and use of the Website in a manner that does not pose, present or result in any reasonable risk of a security failure or breach (including, without limitation, any systems intrusion, hacking incident or data theft) and each Authorized User will have the necessary equipment, knowledge, training and technological skills to comply with Investor s security and technology procedures and policies and the terms and conditions in the Terms of Use. Upon request from SLS, Investor will provide SLS with any information reasonably necessary or appropriate for SLS to evaluate any security issues relating to any of Investor s Authorized Users and Investor s security and technology procedures and policies. Investor shall be solely responsible for providing, maintaining and implementing security and technology procedures and policies that comply with commercially reasonable industry standards for accessing and using Consumer Information and that further ensure protection of its private internal network, computer systems, and business records, data and information. For instance, Investor s security and technology procedures and policies must require and provide that each Authorized User utilizes the proper computer and systems equipment and software, including an internet browser capable of establishing a 128 bit encryption with SLS s Secured Socket Layer 3.0, which must be sufficient to ensure that: (a) the access and use of the Website by such Authorized User on behalf of Investor is secure and is used only for authorized purposes; (b) Investor s business records, data and information, including but not limited to any Consumer Information, are protected against improper, adverse, unauthorized or illegal access, use, alteration, destruction, or loss; (c) all Consumer Information is kept confidential; and (d) all Consumer Information is maintained and safeguarded to avoid and prevent any disclosure thereof to any unauthorized person by Investor or such Authorized User or any disclosure as a result of a security failure or breach, including without limitation any systems intrusion, hacker incident or theft of data. Web Access Agreement (for Mortgage-Backed Securities) - Page 4

5 IN WITNESS WHEREOF, the parties have executed as of the date first written above this Web Access Agreement. SPECIALIZED LOAN SERVICING LLC By: Name: Title: [INVESTOR NAME] By: Name: Title: Web Access Agreement (for Mortgage-Backed Securities) - Page 5

6 EXHIBIT A WEB ACCESS AGREEMENT Investor Administrator designation and contact information is as follows: Name: Title: Address: Phone: Fax: Tax Identification Number: Mortgage-Backed Securities identification of each Series of Securities in which Investor is an owner and is requesting web access for such Securities: Web Access Agreement (for Mortgage-Backed Securities) - Page 6