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NRP Mortgage Trust 2013-1 - Standard and Poor's 17g-7

NRP Mortgage Trust 2013-1 - Standard and Poor's 17g-7

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U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-13 [FIRST REPUBLIC BANK][FIRST REPUBLIC BANK]Any <strong>and</strong> all requirements of any federal, state orlocal law including, without limitation, usury,truth-in-lending, real estate settlementprocedures, consumer credit protection, equalcredit opportunity, or disclosure laws applicableto the mortgage loans have been complied within all material respects.(1) Any <strong>and</strong> all requirements of any federal, state or locallaw including, without limitation, usury, truth-in-lending,real estate settlement procedures, consumer creditprotection, equal credit opportunity, fair housing, ordisclosure laws applicable to origination, servicing <strong>and</strong>collection of each such <strong>Mortgage</strong> Loan have beencomplied with in all material respects. (2) The servicing<strong>and</strong> collection practices used by the Servicer with respectto the <strong>Mortgage</strong> Loan have been in all respects legal <strong>and</strong>those used by prudent mortgage banking institutionswhich service mortgage loans of the same type as such<strong>Mortgage</strong> Loan in the jurisdiction where the related<strong>Mortgage</strong>d Property is located, <strong>and</strong> which are inaccordance with Fannie Mae servicing practices <strong>and</strong>procedures for MBS pool mortgages, as defined in theFannie Mae Guides including future updates. (3) Whilethe <strong>Mortgage</strong> Loan has been serviced by the Servicer, ithas been serviced in accordance with the terms of the<strong>Mortgage</strong> Note or any applicable forbearance plan orbankruptcy plan. (4) No <strong>Mortgage</strong> Loan is a “high cost” or“covered” loan, as defined by any applicable federal, stateor local predatory or abusive lending law, <strong>and</strong> no<strong>Mortgage</strong> Loan has a percentage listed under theIndicative Loss Severity Column (the column that appearsin the <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Anti-Predatory Lending LawUpdate Table, included in the then-current <strong>St<strong>and</strong>ard</strong> &<strong>Poor's</strong> LEVELS® Glossary of Terms on Appendix E). (5)No <strong>Mortgage</strong> Loan secured by property located in theState of Georgia was originated on or after October 1,2002 <strong>and</strong> prior to March 7, 2003. (6) No <strong>Mortgage</strong> Loanoriginated on or after March 7, 2003 is a “high cost homeloan” as defined under the Georgia Fair Lending Act. (7)No borrower was encouraged or required to select a loanproduct offered by an originator that was a higher costproduct designed for less-creditworthy borrowers, unlessat the time of the <strong>Mortgage</strong> Loan's origination, suchborrower did not qualify, taking into account credit history<strong>and</strong> debt-to-income ratios, for a lower cost credit productthen offered by such originator or any affiliate of suchoriginator. (8) There does not exist on the related<strong>Mortgage</strong>d Property any hazardous substances,hazardous wastes or solid wastes, as such terms aredefined in the Comprehensive Environmental ResponseCompensation <strong>and</strong> Liability Act, the ResourceConservation <strong>and</strong> Recovery Act of 1976, or other federal,state or local environmental legislation including, withoutlimitation, asbestos. (9) There is no pending action orproceeding directly involving the <strong>Mortgage</strong>d Property inwhich compliance with any environmental law, rule orregulation is an issue; there is no violation of anyenvironmental law, rule or regulation with respect to the<strong>Mortgage</strong>d Property; <strong>and</strong> nothing further remains to bedone to satisfy in full all requirements of each such law,rule or regulation constituting a prerequisite to use <strong>and</strong>enjoyment of such <strong>Mortgage</strong>d Property. (10) The Sellerhas complied with all applicable anti-money launderinglaws <strong>and</strong> regulations, including without limitation the USAPatriot Act of 2001 (collectively, the “Anti-MoneyLaundering Laws”); the Seller has established an antimoneylaundering compliance program as required by theAnti-Money Laundering Laws, has conducted therequisite due diligence in connection with the originationof each <strong>Mortgage</strong> Loan for purposes of the Anti-MoneyLaundering Laws, including with respect to the legitimacyCopyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 3


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-116 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Prior Liens: The Seller is the sole owner <strong>and</strong> holder ofthe <strong>Mortgage</strong> Loan <strong>and</strong> the indebtedness evidenced bythe <strong>Mortgage</strong> Note, <strong>and</strong> upon recordation the Purchaseror its designee will be the owner of record of the<strong>Mortgage</strong> <strong>and</strong> the indebtedness evidenced by the<strong>Mortgage</strong> Note, <strong>and</strong> upon the sale of the <strong>Mortgage</strong> Loanto the Purchaser, the Seller will retain the <strong>Mortgage</strong> Filein trust for the Purchaser. Each sale of the <strong>Mortgage</strong>Loan from any prior owner or the Seller was in exchangefor fair equivalent value, <strong>and</strong> the prior owner or the Seller,as applicable, was solvent both prior to <strong>and</strong> after thetransfer <strong>and</strong> had sufficient capital to pay <strong>and</strong> was able topay its debts as they would generally mature.Immediately prior to the transfer <strong>and</strong> assignment to thePurchaser on the related Closing Date, the <strong>Mortgage</strong>Loan, including the <strong>Mortgage</strong> Note <strong>and</strong> the <strong>Mortgage</strong>,was not subject to an assignment or pledge, <strong>and</strong> theSeller had good <strong>and</strong> marketable title to <strong>and</strong> was the soleowner thereof <strong>and</strong> had full right to transfer <strong>and</strong> sell the<strong>Mortgage</strong> Loan to the Purchaser free <strong>and</strong> clear of anyencumbrance, equity, lien, pledge, charge, claim orsecurity interest. The Seller has the full right <strong>and</strong> authoritysubject to no interest or participation of, or agreementwith, any other party, to sell <strong>and</strong> assign the <strong>Mortgage</strong>Loan pursuant to this Agreement <strong>and</strong> following the sale ofthe <strong>Mortgage</strong> Loan, the Purchaser will own such<strong>Mortgage</strong> Loan free <strong>and</strong> clear of any encumbrance,equity, participation interest, lien, pledge, charge, claim orsecurity interest. The Seller intends to relinquish all rightsto possess, control <strong>and</strong> monitor the <strong>Mortgage</strong> Loan,except for purposes of servicing the <strong>Mortgage</strong> Loan asset forth in this Agreement.17 Not included in the Benchmark. [FIRST REPUBLIC BANK]Complete <strong>Mortgage</strong> Files: Except as provided in Section6.03, the <strong>Mortgage</strong> Note, the <strong>Mortgage</strong>, the Assignmentof <strong>Mortgage</strong> <strong>and</strong> the other <strong>Mortgage</strong> Loan Documents setforth in Exhibit 2 <strong>and</strong> required to be delivered on therelated Closing Date have been delivered to thePurchaser or its designee in compliance with the specificrequirements of this Agreement. With respect to each<strong>Mortgage</strong> Loan, the Seller is in possession of a complete<strong>Mortgage</strong> File including all documents used in thequalification of the borrower except for such documentsas have been delivered to the Purchaser or its designee.In the event the <strong>Mortgage</strong> is a deed of trust, a trustee,authorized <strong>and</strong> duly qualified under applicable law toserve as such, has been properly designated, is named inthe <strong>Mortgage</strong> <strong>and</strong> currently so serves, <strong>and</strong> no fees orexpenses are or will become payable by the Purchaser tothe trustee under the deed of trust, except in connectionwith a trustee's sale after default by the borrower.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 9


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-118 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Modifications: The terms of the <strong>Mortgage</strong> Note <strong>and</strong>the <strong>Mortgage</strong> have not been impaired, waived, altered ormodified in any material respect, except by a writteninstrument that, if required by applicable law, has beenrecorded or is in the process of being recorded. Thesubstance of any such waiver, alteration or modificationhas been approved by the issuer of any related Primary<strong>Mortgage</strong> Insurance Policy <strong>and</strong> title insurance policy, tothe extent required by such policies, the terms of suchwaiver, alteration or modification have been reflected inthe <strong>Mortgage</strong> Loan Schedule <strong>and</strong> the written instrumentreflecting such terms has been included in the <strong>Mortgage</strong>File. No Mortgagor has been released, in whole or inpart, from the terms of the <strong>Mortgage</strong> Note <strong>and</strong> the<strong>Mortgage</strong>, except in connection with an assumptionagreement which is part of the <strong>Mortgage</strong> File <strong>and</strong> theterms of which are reflected in the related <strong>Mortgage</strong> LoanSchedule. The <strong>Mortgage</strong> has not been satisfied,canceled or subordinated, in whole or in part, orrescinded, <strong>and</strong> the <strong>Mortgage</strong>d Property has not beenreleased from the lien of the <strong>Mortgage</strong>, in whole or in part,nor has any instrument been executed that would effectany such release, cancellation, subordination orrescission. The Seller has not waived the performance bythe Mortgagor of any action, if the Mortgagor's failure toperform such action would cause the <strong>Mortgage</strong> Loan tobe in default, nor has the Seller waived any defaultresulting from any action or inaction by the Mortgagor.19 Not included in the Benchmark. [FIRST REPUBLIC BANK]Taxes Paid: All taxes, governmental assessments,insurance premiums, water, sewer <strong>and</strong> municipalcharges, leasehold payments or ground rents whichpreviously became due <strong>and</strong> owing have been paid by theborrower, or escrow funds from the borrower have beenestablished in an amount sufficient to pay for every suchescrowed item which remains unpaid <strong>and</strong> which has beenassessed but is not yet due <strong>and</strong> payable.20 Not included in the Benchmark. [FIRST REPUBLIC BANK]Fee Simple Estate / No Encroachments / Compliancewith Zoning: The <strong>Mortgage</strong> creates a first lien or a firstpriority ownership interest in an estate in fee simple inreal property securing the related <strong>Mortgage</strong> Note. Allimprovements subject to the <strong>Mortgage</strong> which wereconsidered in determining the Appraised Value of the<strong>Mortgage</strong>d Property lie wholly within the boundaries <strong>and</strong>building restriction lines of the <strong>Mortgage</strong>d Property (<strong>and</strong>wholly within the project with respect to a condominiumunit), no improvements on adjoining properties encroachupon the <strong>Mortgage</strong>d Property except those which areinsured against by the title insurance policy referred to inclause (v) below <strong>and</strong> all improvements on the propertycomply with all applicable building, zoning <strong>and</strong>subdivision laws, regulations <strong>and</strong> ordinances.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 10


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-121 Not included in the Benchmark. [FIRST REPUBLIC BANK]22 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Usury: The <strong>Mortgage</strong> Loan meets or is exempt fromapplicable state, federal or local laws, regulations <strong>and</strong>other requirements pertaining to usury.Legally Occupied: As of the related Closing Date, the<strong>Mortgage</strong>d Property is lawfully occupied under applicablelaw, <strong>and</strong> all inspections, licenses <strong>and</strong> certificates requiredto be made or issued with respect to all occupied portionsof the <strong>Mortgage</strong>d Property <strong>and</strong>, with respect to the use<strong>and</strong> occupancy of the same, including but not limited tocertificates of occupancy <strong>and</strong> fire underwritingcertificates, have been made or obtained from theappropriate authorities. The Seller has not received anynotice of any <strong>Mortgage</strong>d Property that has been subjectto a fine or registration fee due to non-occupancy.23 Not included in the Benchmark. [FIRST REPUBLIC BANK]<strong>Mortgage</strong> Loan Legal <strong>and</strong> Binding: The <strong>Mortgage</strong> Note,the <strong>Mortgage</strong>, any intervening assignments of the<strong>Mortgage</strong> <strong>and</strong> other agreements executed in connectiontherewith are original <strong>and</strong> genuine <strong>and</strong> each is the legal,valid <strong>and</strong> binding obligation of the maker thereof,enforceable in all respects in accordance with its termssubject to bankruptcy, insolvency, moratorium,reorganization <strong>and</strong> other laws of general applicationaffecting the rights of creditors <strong>and</strong> by general equitableprinciples. The Seller has taken all action necessary totransfer such rights of enforceability to the Purchaser. Allparties to the <strong>Mortgage</strong> Note, the <strong>Mortgage</strong>, anyintervening assignments of the <strong>Mortgage</strong> <strong>and</strong> otheragreements executed in connection therewith, had thelegal capacity to enter into the <strong>Mortgage</strong> Loan <strong>and</strong> toexecute <strong>and</strong> deliver the <strong>Mortgage</strong> Note <strong>and</strong> the <strong>Mortgage</strong>.The <strong>Mortgage</strong> Note <strong>and</strong> the <strong>Mortgage</strong> have been duly<strong>and</strong> properly executed by such parties.24 Not included in the Benchmark. [FIRST REPUBLIC BANK]Proceeds Fully Disbursed / Recording Fees Paid: Theproceeds of the <strong>Mortgage</strong> Loan have been fully disbursed<strong>and</strong> there is no requirement for future advancesthereunder, <strong>and</strong> any <strong>and</strong> all requirements as tocompletion of any on-site or off-site improvements <strong>and</strong> asto disbursements of any escrow funds therefor have beencomplied with. All costs, fees <strong>and</strong> expenses incurred inmaking or closing the <strong>Mortgage</strong> Loan <strong>and</strong> the recording ofthe <strong>Mortgage</strong> were paid, <strong>and</strong> the Mortgagor is not entitledto any refund of any amounts paid or due under the<strong>Mortgage</strong> Note or <strong>Mortgage</strong>.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 11


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-125 Not included in the Benchmark. [FIRST REPUBLIC BANK]Existence of Title Insurance: Each <strong>Mortgage</strong> Loan(except (1) any <strong>Mortgage</strong> Loan secured by a <strong>Mortgage</strong>dProperty located in any jurisdiction as to which an opinionof counsel of the type customarily rendered in suchjurisdiction in lieu of title insurance is instead received<strong>and</strong> (2) any <strong>Mortgage</strong> Loan secured by CooperativeShares) is covered by an ALTA lender's title insurancepolicy or other form of policy or insurance generallyacceptable to Fannie Mae or Freddie Mac, issued by atitle insurer acceptable to Fannie Mae or Freddie Mac <strong>and</strong>qualified to do business in the jurisdiction where the<strong>Mortgage</strong>d Property is located, insuring (subject to theexceptions contained in (m)(1), (2) <strong>and</strong> (3) above) theSeller, its successors <strong>and</strong> assigns, as to the first prioritylien of the <strong>Mortgage</strong> in the original principal amount of the<strong>Mortgage</strong> Loan. Additionally, such policy affirmativelyinsures ingress <strong>and</strong> egress to <strong>and</strong> from the <strong>Mortgage</strong>dProperty. Where required by applicable state law orregulation, the Mortgagor has been given the opportunityto choose the carrier of the required mortgage titleinsurance. The Seller, its successors <strong>and</strong> assigns, are thesole insureds of such lender's title insurance policy; suchtitle insurance policy has been duly <strong>and</strong> validly endorsedto the Purchaser or the assignment to the Purchaser ofthe Seller's interest therein does not require the consentof or notification to the insurer; <strong>and</strong> such lender's titleinsurance policy is in full force <strong>and</strong> effect <strong>and</strong> will be in fullforce <strong>and</strong> effect upon the consummation of thetransactions contemplated by this Agreement <strong>and</strong> therelated PPTL. No claims have been made under suchlender‟s title insurance policy, <strong>and</strong> no prior holder of therelated <strong>Mortgage</strong>, including the Seller, has done, by act oromission, anything which would impair the coverage ofsuch lender's title insurance policy. No originator, selleror prior owner of a mortgage loan or other Person hasprovided or received any unlawful fee, commission,kickback, or other compensation or value of any kind inconnection with the title insurance policy.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 12


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-126 Not included in the Benchmark. [FIRST REPUBLIC BANK]Hazard Insurance: All buildings or other customarilyinsured improvements upon the <strong>Mortgage</strong>d Property areinsured by an insurer acceptable under the Fannie MaeGuides, against loss by fire, hazards of extendedcoverage <strong>and</strong> such other hazards as are provided for inthe Fannie Mae Guides or by the Freddie Mac Guides, inan amount representing coverage not less than the lesserof (i) the maximum insurable value of the improvementssecuring such <strong>Mortgage</strong> Loans <strong>and</strong> (ii) the greater of (a)the outst<strong>and</strong>ing principal balance of the <strong>Mortgage</strong> Loan<strong>and</strong> (b) an amount such that the proceeds thereof shallbe sufficient to prevent the Mortgagor <strong>and</strong>/or the<strong>Mortgage</strong>e from becoming a co-insurer. If the <strong>Mortgage</strong>dProperty is a condominium unit, it is included under thecoverage afforded by a blanket policy for the project. Ifrequired by the FDPA, the <strong>Mortgage</strong> Loan is covered by aflood insurance policy meeting the requirements of thecurrent guidelines of the Federal InsuranceAdministration <strong>and</strong> conforming to Fannie Mae <strong>and</strong>Freddie Mac requirements, in an amount not less than theamount required by the FDPA. Such policy was issued byan insurer acceptable under the Fannie Mae Guides orthe Freddie Mac Guides. The <strong>Mortgage</strong> obligates theMortgagor thereunder to maintain all such insurance atthe Mortgagor‟s cost <strong>and</strong> expense, <strong>and</strong> upon theMortgagor's failure to do so, authorizes the holder of the<strong>Mortgage</strong> to maintain such insurance at the Mortgagor'scost <strong>and</strong> expense <strong>and</strong> to seek reimbursement thereforfrom the Mortgagor. All such st<strong>and</strong>ard hazard <strong>and</strong> floodpolicies are in full force <strong>and</strong> effect <strong>and</strong> on the date oforigination contained a st<strong>and</strong>ard mortgagee clausenaming the Seller <strong>and</strong> its successors in interest <strong>and</strong>assigns as loss payee; such clause is still in effect <strong>and</strong> allpremiums due on any such policies have been paid infull. No obligated party or borrower, or any other Person,has engaged in any act or omission that would impair thecoverage of any such insurance policy, the benefits of theendorsement provided for therein, or the validity <strong>and</strong>binding effect of either, including, without limitation, theprovision or receipt of any unlawful fee, commission,kickback, or other compensation or value of any kind. Noaction, inaction, or event has occurred <strong>and</strong> no state offacts exists or has existed that has resulted or will resultin the exclusion from, denial of, or defense to coverageunder any such insurance policies, regardless of thecause of such failure of coverage.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 13


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-127 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Rescission: The <strong>Mortgage</strong> Note <strong>and</strong> the <strong>Mortgage</strong> arenot subject to any right of rescission, set-off, counterclaimor defense, including, without limitation, the defense ofusury, nor will the operation of any of the terms of the<strong>Mortgage</strong> Note or the <strong>Mortgage</strong>, or the exercise of anyright thereunder, render the <strong>Mortgage</strong> Note or <strong>Mortgage</strong>unenforceable, in whole or in part, or subject to any rightof rescission, set-off, counterclaim or defense, includingthe defense of usury, <strong>and</strong> no such right of rescission, setoff,counterclaim or defense has been asserted withrespect thereto. The Mortgagor was not a debtor at thetime of origination of the <strong>Mortgage</strong> Loan <strong>and</strong> is notcurrently a debtor in any state or federal bankruptcy orinsolvency proceeding.28 Not included in the Benchmark. [FIRST REPUBLIC BANK]Enforceable Right of Foreclosure: The <strong>Mortgage</strong> relatingto a <strong>Mortgage</strong>d Property contains customary <strong>and</strong>enforceable provisions such as to render the rights <strong>and</strong>remedies of the holder thereof adequate for therealization against such <strong>Mortgage</strong>d Property of thebenefits of the security provided thereby. There is nohomestead or other exemption available to the Mortgagorwhich would interfere with the right to sell the <strong>Mortgage</strong>dProperty at a trustee's sale or the right to foreclose on the<strong>Mortgage</strong>.29 Not included in the Benchmark. [FIRST REPUBLIC BANK]<strong>Mortgage</strong>d Property is 1-4 Family: The <strong>Mortgage</strong>dProperty consists of a single parcel of real property with adetached single family residence erected thereon, or atownhouse, or a two-to four-family dwelling, or aCooperative Unit, or an individual condominium unit in acondominium project, or an individual unit in a plannedunit development or a de minimis planned unitdevelopment, provided, however, that no residence ordwelling is a mobile home. As of the date of origination,no portion of the <strong>Mortgage</strong>d Property was used forcommercial purposes, <strong>and</strong> since the date or originationno portion of the <strong>Mortgage</strong>d Property has been used forcommercial purposes.30 Not included in the Benchmark. [FIRST REPUBLIC BANK]<strong>Mortgage</strong> Loan Qualifies for REMIC: Each <strong>Mortgage</strong>Loan constitutes a qualified mortgage under Section860G(a)(3)(A) of the Code <strong>and</strong> Treasury RegulationsSection 1.860G-2(a)(l).31 Not included in the Benchmark. [FIRST REPUBLIC BANK]Lost Note Affidavit: With respect to any <strong>Mortgage</strong> Loanas to which an affidavit has been delivered to thePurchaser certifying that the original <strong>Mortgage</strong> Note is nolonger in existence, if such <strong>Mortgage</strong> Loan issubsequently in default, the enforcement of such<strong>Mortgage</strong> Loan will not be materially adversely affectedby the absence of the original <strong>Mortgage</strong> Note.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 14


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-140 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Graduated Payments: The <strong>Mortgage</strong> Loan does notcontain “graduated payment” features, does not have ashared appreciation or other contingent interest feature<strong>and</strong> does not contain any buydown provisions.41 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Negative Amortization Loans, All 30 Year <strong>Mortgage</strong>s:The <strong>Mortgage</strong> Loans have an original term to maturity ofnot more than 30 years, with interest payable in arrearson the first day of each month. Each <strong>Mortgage</strong> Noterequires a monthly payment which is sufficient to fullyamortize the original principal balance over the originalterm thereof (except in the case of interest only loans)<strong>and</strong> to pay interest at the related <strong>Mortgage</strong> Interest Rate.No <strong>Mortgage</strong> Loan contains terms or provisions whichwould result in negative amortization.42 Not included in the Benchmark. [FIRST REPUBLIC BANK]43 Not included in the Benchmark. [FIRST REPUBLIC BANK]Recordable: As to any <strong>Mortgage</strong> Loan which is not aMERS <strong>Mortgage</strong> Loan, the Assignment of <strong>Mortgage</strong> is inrecordable form <strong>and</strong> is acceptable for recording under thelaws of the jurisdiction in which the <strong>Mortgage</strong>d Property islocated.Payment Terms: Payments on the <strong>Mortgage</strong> Loancommenced no more than sixty (60) days after the fundswere disbursed in connection with the <strong>Mortgage</strong> Loan.The <strong>Mortgage</strong> Note is payable on the first day of eachmonth in equal monthly installments of principal <strong>and</strong>interest (if not an interest only loan), with interestcalculated <strong>and</strong> payable in arrears, sufficient to amortizethe <strong>Mortgage</strong> Loan fully by the stated maturity date, overan original term of not more than thirty years fromcommencement of amortization.44 Not included in the Benchmark. [FIRST REPUBLIC BANK]Condominiums: If the <strong>Mortgage</strong>d Property is acondominium unit or a planned unit development (otherthan a de minimis planned unit development), or stock ina cooperative housing corporation, such condominium,cooperative or planned unit development project meetsthe eligibility requirements of the Underwriting Guidelines.45 Not included in the Benchmark. [FIRST REPUBLIC BANK]Servicemembers‟ Civil Relief Act: The Mortgagor has notnotified the Seller that it is requesting relief under theServicemembers' Civil Relief Act, <strong>and</strong> the Seller has noknowledge of any relief requested or allowed to theMortgagor under the Servicemembers' Civil Relief Act.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 17


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-146 Not included in the Benchmark. [FIRST REPUBLIC BANK]47 Not included in the Benchmark. [FIRST REPUBLIC BANK]48 Not included in the Benchmark. [FIRST REPUBLIC BANK]49 Not included in the Benchmark. [FIRST REPUBLIC BANK]50 Not included in the Benchmark. [FIRST REPUBLIC BANK]Construction: As of the related Closing Date, no<strong>Mortgage</strong> Loan was in construction or rehabilitation status<strong>and</strong> no trade-in or exchange of a <strong>Mortgage</strong>d Property hasbeen facilitated.Qualified Lender: The <strong>Mortgage</strong> Loan was originated bya savings <strong>and</strong> loan association, a savings bank, acommercial bank, credit union, insurance company orsimilar institution supervised <strong>and</strong> examined by a federalor state authority.No Ground Leases: No <strong>Mortgage</strong>d Property is subject toa ground lease.No Additional Fees: With respect to any broker feescollected <strong>and</strong> paid on any of the <strong>Mortgage</strong> Loans, all suchfees have been properly assessed to the Mortgagor <strong>and</strong>no claims will arise as to such fees that are doublecharged <strong>and</strong> for which the Mortgagor would be entitled toreimbursement.Home Ownership <strong>and</strong> Equity Protection Act 1994: Noneof the <strong>Mortgage</strong> Loans are subject to the HomeOwnership <strong>and</strong> Equity Protection Act of 1994 or anycomparable state law.51 Not included in the Benchmark. [FIRST REPUBLIC BANK]52 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Single Credit Insurance: None of the proceeds of the<strong>Mortgage</strong> Loan were used to finance single premiumcredit insurance policies.Principal Advances: Any principal advances made to theMortgagor prior to the related Closing Date have beenconsolidated with the outst<strong>and</strong>ing principal amountsecured by the <strong>Mortgage</strong>, <strong>and</strong> the secured principalamount, as consolidated, bears a single interest rate <strong>and</strong>single repayment term. The lien of the <strong>Mortgage</strong> securingthe consolidated principal amount is expressly insured ashaving first lien priority by a title insurance policy, anendorsement to the policy insuring the <strong>Mortgage</strong>e'sconsolidated interest or by other title evidence acceptableto Fannie Mae <strong>and</strong> Freddie Mac. The consolidatedprincipal amount does not exceed the original principalamount of the <strong>Mortgage</strong> Loan.53 Not included in the Benchmark. [FIRST REPUBLIC BANK]Interest Calculation: Interest on each <strong>Mortgage</strong> Loan iscalculated on the basis of a 360-day year consisting oftwelve 30-day months.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 18


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-154 Not included in the Benchmark. [FIRST REPUBLIC BANK]No Balloon Loans:<strong>Mortgage</strong> Loan.No <strong>Mortgage</strong> Loan is a Balloon55 Not included in the Benchmark. [FIRST REPUBLIC BANK]MERS Loans: With respect to each MERS <strong>Mortgage</strong>Loan, a MIN has been assigned by MERS <strong>and</strong> such MINis accurately provided on the <strong>Mortgage</strong> Loan Schedule.The related Assignment of <strong>Mortgage</strong> to MERS has beenduly <strong>and</strong> properly recorded. With respect to each MERS<strong>Mortgage</strong> Loan, the Seller has not received any notice ofliens or legal actions with respect to such <strong>Mortgage</strong> Loan<strong>and</strong> no such notices have been electronically posted byMERS.56 Not included in the Benchmark. [FIRST REPUBLIC BANK]Credit Reporting: With respect to each <strong>Mortgage</strong> Loanwhich has been (or becomes) delinquent 30 days or moreat least once since origination, the Seller has fully <strong>and</strong>accurately furnished complete (favorable or unfavorable)information on the related borrower credit files to Equifax,Experian <strong>and</strong> Trans Union Credit Information inaccordance with the Fair Credit Reporting Act <strong>and</strong> itsimplementing regulations.57 Not included in the Benchmark. [FIRST REPUBLIC BANK]The <strong>Mortgage</strong> Loan was originated by a <strong>Mortgage</strong>eapproved by the Secretary of Housing <strong>and</strong> UrbanDevelopment pursuant to Sections 203 <strong>and</strong> 211 of theNational Housing Act, a savings <strong>and</strong> loan association, asavings bank, a commercial bank, credit union, insurancecompany or similar institution supervised <strong>and</strong> examinedby a federal or state authority.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 19


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-158 [FIRST REPUBLIC BANK]Enforcement Mechanism(s)[FIRST REPUBLIC BANK]Upon discovery by the Depositor or theSeller[Originator] of the breach by theSeller[Originator] of any representation orwarranty under the <strong>Mortgage</strong> Loan Purchase<strong>and</strong> Sale Agreement in respect of any <strong>Mortgage</strong>Loan, which materially adversely affects thevalue of that <strong>Mortgage</strong> Loan or the interesttherein of the Certificate holders (a "Defective<strong>Mortgage</strong> Loan") (each of such parties herebyagreeing to give written notice thereof to the<strong>Trust</strong>ee <strong>and</strong> the other of such parties), the<strong>Trust</strong>ee, or its designee, shall promptly notify theDepositor in writing of such breach <strong>and</strong> requestthat the Depositor cure or cause the cure of suchbreach within 90 days from the earlier of the datethat the Depositor discovered or was notified ofsuch breach, <strong>and</strong> if the Depositor does not cureor cause the cure of such breach in all materialrespects during such period, the <strong>Trust</strong>ee shallenforce the Seller's[Originator's] obligation underthe <strong>Mortgage</strong> Loan Purchase <strong>and</strong> SaleAgreement to repurchase that <strong>Mortgage</strong> Loanfrom the <strong>Trust</strong> Fund at the Purchase Price on orprior to the Determination Date following theexpiration of such 90 day period; provided,however, that, in connection with any suchbreach that could not reasonably have beencured within such 90-day period, theSeller[Originator] shall be required to repurchasethe <strong>Mortgage</strong> Loan no later than 90 days after itsdiscovery or notice of such breach, <strong>and</strong> providedfurther, that, if such breach would cause the<strong>Mortgage</strong> Loan to be other than a "qualifiedmortgage" (as defined in the Code), thennotwithst<strong>and</strong>ing the previous provisions of thisparagraph, the Seller[Originator] shall berequired to repurchase the Defective <strong>Mortgage</strong>Loan within 90 days from the date the defect wasdiscovered.It is understood <strong>and</strong> agreed that the representations <strong>and</strong>warranties set forth in Sections 7.01 <strong>and</strong> 7.02 shallsurvive the sale of the <strong>Mortgage</strong> Loans <strong>and</strong> delivery ofthe <strong>Mortgage</strong> File to the Purchaser, or its designee, <strong>and</strong>shall inure to the benefit of the Purchaser,notwithst<strong>and</strong>ing any restrictive or qualified endorsementon any <strong>Mortgage</strong> Note or Assignment or the examination,or lack of examination, of any <strong>Mortgage</strong> Loan Document.Upon discovery by the Seller, the Servicer or thePurchaser of a breach of any of the foregoingrepresentations <strong>and</strong> warranties which materially <strong>and</strong>adversely affects the value of the <strong>Mortgage</strong> Loans or theinterest of the Purchaser in the <strong>Mortgage</strong> Loans (or whichmaterially <strong>and</strong> adversely affects the value of a particular<strong>Mortgage</strong> Loan or the interest of the Purchaser in aparticular <strong>Mortgage</strong> Loan in the case of a representation<strong>and</strong> warranty relating to such particular <strong>Mortgage</strong> Loan),the party discovering such breach shall give promptwritten notice to the other. A breach of representations<strong>and</strong> warranties in Sections 7.01(h), (cc), <strong>and</strong> (ww) shallbe deemed to materially <strong>and</strong> adversely affect the value ofthe related <strong>Mortgage</strong> Loan or the interest of thePurchaser in any <strong>Mortgage</strong> Loan. The Seller shall have aperiod of sixty (60) days from the earlier of its discoveryor its receipt of notice of any such breach within which tocorrect or cure such breach. The Seller herebycovenants <strong>and</strong> agrees that if any such breach is notcorrected or cured within such sixty (60) day period, theSeller shall, at the Purchaser‟s option, (i) repurchasesuch <strong>Mortgage</strong> Loan at the Repurchase Price, (ii)substitute a mortgage loan for the defective <strong>Mortgage</strong>Loan as provided below or (iii) except for a breach of therepresentation <strong>and</strong> warranty in Section 7.01(cc), make anindemnification payment in an amount equal to thereduction in value of such <strong>Mortgage</strong> Loan as a result ofsuch breach, such payment to be made in the manner setforth above in respect of the Purchase Price of arepurchased <strong>Mortgage</strong> Loan. In the event that any suchbreach shall involve any representation or warranty setforth in Section 7.02, <strong>and</strong> such breach is not cured withinsixty (60) days of the earlier of either discovery by ornotice to the Seller of such breach, all <strong>Mortgage</strong> Loansshall, at the option of the Purchaser, be repurchased bythe Seller at the Repurchase Price. Any such repurchaseshall be accomplished by transfer of the amount of theRepurchase Price to the Custodial Account. If the breachof representation <strong>and</strong> warranty that gave rise to theobligation to repurchase or substitute a <strong>Mortgage</strong> Loanpursuant to this Section 7.03(a) was the representation<strong>and</strong> warranty set forth in clause (e) or (h) of Section 7.01,then the Seller shall pay to the Purchaser, concurrentlywith <strong>and</strong> in addition to the remedies provided in thisSection 7.03(a), an amount equal to any liability, penaltyor expense that was actually incurred <strong>and</strong> paid out of oron behalf of the Purchaser, <strong>and</strong> that directly resulted fromsuch breach, or if incurred <strong>and</strong> paid by the Purchaserthereafter, concurrently with such payment.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 20


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-159 [FIRST REPUBLIC BANK]The Purchase Price for the repurchased<strong>Mortgage</strong> Loan shall be deposited in theDistribution Account, <strong>and</strong> the <strong>Trust</strong>ee, or itsdesignee, upon receipt of written certification ofsuch deposit, shall release to theSeller[Originator], the related <strong>Trust</strong>ee <strong>Mortgage</strong>File <strong>and</strong> shall execute <strong>and</strong> deliver suchinstruments of transfer or assignment, in eachcase without recourse, representation orwarranties, as either party shall furnish to the<strong>Trust</strong>ee <strong>and</strong> as shall be necessary to vest insuch party any <strong>Mortgage</strong> Loan releasedpursuant hereto <strong>and</strong> the <strong>Trust</strong>ee, or its designee,shall have no further responsibility with regard tosuch <strong>Trust</strong>ee <strong>Mortgage</strong> File (it being understoodthat the <strong>Trust</strong>ee shall have no responsibility fordetermining the sufficiency of such assignmentfor its intended purpose). It is understood <strong>and</strong>agreed that the obligation of theSeller[Originator] to cure, to cause the cure of orto repurchase any <strong>Mortgage</strong> Loan as to whichsuch a breach has occurred <strong>and</strong> is continuingshall constitute the sole remedy against the suchparty respecting such omission, defect or breachavailable to the <strong>Trust</strong>ee on behalf of theCertificate holders. Costs <strong>and</strong> expenses incurredby the <strong>Trust</strong>ee pursuant to this Section #, to theextent not reimbursed by the Seller[Originator],shall be reimbursed by the <strong>Trust</strong> Fund, subject tothe limitation in clause # of the definition ofAvailable Distribution Amount. The <strong>Trust</strong>eehereby directs the Master Servicer, <strong>and</strong> theMaster Servicer hereby accepts such direction,to pursue any such claim in accordance with thisSection # on behalf of the <strong>Trust</strong>ee.[FIRST REPUBLIC BANK]If the Seller is required to repurchase any <strong>Mortgage</strong> Loanpursuant to this Subsection 7.03 as a result of a breach ofany of the representations <strong>and</strong> warranties set forth inSubsection 7.01, the Seller may, with the Purchaser‟sprior consent, within two (2) years from the relatedClosing Date, remove such defective <strong>Mortgage</strong> Loan fromthe terms of this Agreement <strong>and</strong> substitute anothermortgage loan for such defective <strong>Mortgage</strong> Loan, in lieuof repurchasing such defective <strong>Mortgage</strong> Loan. AnySubstitute <strong>Mortgage</strong> Loan shall (a) have a principalbalance at the time of substitution not in excess of theprincipal balance of the Deleted <strong>Mortgage</strong> Loan (theamount of any difference, plus one month‟s interestthereon at the <strong>Mortgage</strong> Loan Remittance Rate borne bythe Deleted <strong>Mortgage</strong> Loan, being paid by the Seller <strong>and</strong>deemed to be a Principal Prepayment to an accountdesignated by the Purchaser), (b) have a <strong>Mortgage</strong>Interest Rate not less than, <strong>and</strong> not more than onepercentage point greater than, the <strong>Mortgage</strong> Interest Rateof the Deleted <strong>Mortgage</strong> Loan, (c) have a remaining termto stated maturity not later than, <strong>and</strong> not more than oneyear less than, the remaining term to stated maturity ofthe Deleted <strong>Mortgage</strong> Loan, (d) be, in the reasonabledetermination of the Purchaser, of the same type, quality<strong>and</strong> character (including location of the <strong>Mortgage</strong>dProperty) as the Deleted <strong>Mortgage</strong> Loan as if the breachhad not occurred, (e) have a Loan-to-Value Ratio atorigination no greater than that of the Deleted <strong>Mortgage</strong>Loan, (f) have the same lien priority as that of the Deleted<strong>Mortgage</strong> Loan <strong>and</strong> (g) be, in the reasonabledetermination of the Purchaser, in material compliancewith the representations <strong>and</strong> warranties contained in thisAgreement <strong>and</strong> described in Subsection 7.01 as of thedate of substitution.60 [FIRST REPUBLIC BANK]The Seller[Originator] indemnifies <strong>and</strong> holds the<strong>Trust</strong> Fund, the <strong>Trust</strong>ee, the Master Servicer, theSecurities Administrator, the Depositor <strong>and</strong> eachCertificate holder harmless against any <strong>and</strong> alltaxes, claims, losses, penalties, fines, forfeitures,reasonable legal fees <strong>and</strong> related costs,judgments, <strong>and</strong> any other costs, fees <strong>and</strong>expenses that the <strong>Trust</strong> Fund, the <strong>Trust</strong>ee, theMaster Servicer, the Securities Administrator, theDepositor <strong>and</strong> any Certificate holder may sustainin connection with any actions of theSeller[Originator] relating to a repurchase of a<strong>Mortgage</strong> Loan other than in compliance with theterms of this Section # <strong>and</strong> the <strong>Mortgage</strong> LoanPurchase <strong>and</strong> Sale Agreement, to the extent thatany such action causes an Adverse REMICEvent.[FIRST REPUBLIC BANK]In the event that any <strong>Mortgage</strong> Loan is held by a REMIC,notwithst<strong>and</strong>ing any contrary provision of this Agreement,with respect to any <strong>Mortgage</strong> Loan that is not in default oras to which no default is imminent, Purchaser may, inconnection with any repurchase or substitution of adefective <strong>Mortgage</strong> Loan pursuant to this Subsection7.03, require that the Seller deliver, at the Seller‟sexpense, an Opinion of Counsel to the effect that suchrepurchase or substitution will not (i) result in theimposition of taxes on “prohibited transactions” of suchREMIC (as defined in Section 860F of the Code) orotherwise subject the REMIC to tax, or (ii) cause theREMIC to fail to qualify as a REMIC at any time.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 21


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-161 Not included in the Benchmark. [FIRST REPUBLIC BANK]The Seller shall amend the related <strong>Mortgage</strong> LoanSchedule to reflect the withdrawal of the Deleted<strong>Mortgage</strong> Loan from this Agreement <strong>and</strong> the substitutionof such substitute <strong>Mortgage</strong> Loan therefor. Upon suchamendment, the Purchaser shall review the <strong>Mortgage</strong> Filedelivered to it relating to the substitute <strong>Mortgage</strong> Loan.The Monthly Payment on a substitute <strong>Mortgage</strong> Loan dueon the Due Date in the month of substitution shall be theproperty of the Seller <strong>and</strong> the Monthly Payment on theDeleted <strong>Mortgage</strong> Loan for which the substitution is madedue on such date shall be the property of the Purchaser.62 Not included in the Benchmark. [FIRST REPUBLIC BANK]It is understood <strong>and</strong> agreed that the obligation of theSeller set forth in this Subsection 7.03 to cure,repurchase or substitute for a defective <strong>Mortgage</strong> Loan,<strong>and</strong> to indemnify Purchaser pursuant to Subsection12.01, constitutes the sole remedies of the Purchaserrespecting a breach of the foregoing representations <strong>and</strong>warranties. If the Seller agrees that a breach of arepresentation or warranty set forth in Subsections 7.01or 7.02 exists that materially <strong>and</strong> adversely affects thevalue of a particular <strong>Mortgage</strong> Loan or the interest of thePurchaser in a particular <strong>Mortgage</strong> Loan, <strong>and</strong> the Sellerfails to cure, repurchase or substitute for the defective<strong>Mortgage</strong> Loan accordance with this Subsection 7.03 orto indemnify Purchaser pursuant to Subsection 12.01,that failure shall be an Event of Default <strong>and</strong> the Purchasershall be entitled to pursue all available remedies. Noprovision of this paragraph shall affect the rights of thePurchaser to terminate this Agreement for cause, as setforth in Subsections 13.01 <strong>and</strong> 14.01.63 Not included in the Benchmark. [FIRST REPUBLIC BANK]Any cause of action against the Seller or the Servicer, asapplicable, relating to or arising out of the breach of anyrepresentations <strong>and</strong> warranties made in Subsections 7.01<strong>and</strong> 7.02 shall accrue as to any <strong>Mortgage</strong> Loan upon (i)notice thereof by the Purchaser to the Seller or theServicer, as applicable, (ii) failure by the Seller or theServicer, as applicable, to cure such breach orrepurchase such <strong>Mortgage</strong> Loan as specified above, <strong>and</strong>(iii) dem<strong>and</strong> upon the Seller or the Servicer, asapplicable, by the Purchaser for compliance with thisAgreement.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 22


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-164 Not included in the Benchmark. [FIRST REPUBLI [FIRST REPUBLIC BANK]With respect to any <strong>Mortgage</strong> Loan listed as havingmortgage insurance on the <strong>Mortgage</strong> Loan Schedule,regardless of whether the insurance is borrower paid orlender paid, if the mortgage insurer rejects, denies, orrescinds a claim on the basis of any defect in connectionwith the origination of the <strong>Mortgage</strong> Loan or the servicingof the <strong>Mortgage</strong> Loan prior to the Closing Date (a“mortgage insurer rejection”), other than as a result of themortgage insurer‟s breach of its obligations or as a resultof the mortgage insurer's insolvency, the Seller shall eitherrepurchase such <strong>Mortgage</strong> Loan at the Repurchase Priceor pay the <strong>Trust</strong> the amount of such claim within thirty (30)days from the date of such mortgage insurer rejection.With respect65 Not included in the Benchmark. [FIRST REPUBLIC BANK]The parties agree that the resolution of any controversyor claim arising out of or relating to an obligation oralleged obligation of the Seller to repurchase a <strong>Mortgage</strong>Loan due to a breach of a representation or warrantycontained in Section 7.01 hereof shall be by Arbitration.Table 2No. Benchmark TransactionRepresentations <strong>and</strong> warranties66 Title <strong>and</strong> <strong>Mortgage</strong> Loan Schedule. [Seller/Intermediary]represents <strong>and</strong> warrants to, <strong>and</strong> agrees with, [Depositor]that (i) on the Closing Date, [Seller/Intermediary] willhave good, valid <strong>and</strong> marketable title to the mortgageloans identified on Schedule A hereto (the “<strong>Mortgage</strong>Loans”), in each case free <strong>and</strong> clear of all liens,mortgages, deeds of trust,pledges, security interests, charges, encumbrances orother claims; (ii) upon transfer to [Depositor], [Depositor]will receive good, valid <strong>and</strong> marketable title to all of the<strong>Mortgage</strong> Loans, in each case free <strong>and</strong> clear of anyliens, mortgages, deeds of trust, pledges, securityinterests, charges, encumbrances or other claims; <strong>and</strong>(iii) as to each <strong>Mortgage</strong> Loan, as of the date on which[Seller/Intermediary] purchased such <strong>Mortgage</strong> Loanfrom [Originator(s)], as applicable (each, an“Originator”), the information set forth in the <strong>Mortgage</strong>Loan Schedule in the fields identified as “DocumentType,” “Monthly Income” <strong>and</strong> “Assets Verified” iscomplete, true <strong>and</strong> correct in all material respects.67 [Seller/Intermediary] hereby represents <strong>and</strong> warrants forthe benefit of [Depositor] <strong>and</strong> the <strong>Trust</strong>ee (as defined inthe Pooling <strong>and</strong> Servicing Agreement, dated as of # (asin effect on the date of execution hereof, the “PoolingTitle. <strong>NRP</strong>MT-I represents <strong>and</strong> warrants to,<strong>and</strong> agrees with, NADC that (i) immediately prior tothe sale of the <strong>Mortgage</strong> Loans on the Closing Date,<strong>NRP</strong>MT-I will have good, valid <strong>and</strong> marketable title tothe <strong>Mortgage</strong> Loans, in each case free <strong>and</strong> clear ofall liens, mortgages, deeds of trust, pledges, securityinterests, charges, encumbrances or other claims; (ii)upon transfer to NADC, NADC will receive good,valid <strong>and</strong> marketable title to all of the <strong>Mortgage</strong>Loans, in each case free <strong>and</strong> clear of any liens,mortgages, deeds of trust, pledges, securityinterests, charges, encumbrances or other claims;<strong>and</strong> (iii) other than the precautionary security interestgranted to NADC pursuant to Section 4 of thisAgreement, <strong>NRP</strong>MT-I has not pledged, assigned,sold, granted a security interest in, or otherwiseconveyed any of the <strong>Mortgage</strong> Loans.Not included in the Transaction.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 23


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-1<strong>and</strong> Servicing Agreement”) among [Depositor], asdepositor, [master servicer/securities administrator], asmaster servicer <strong>and</strong> securities administrator, <strong>and</strong>[trustee], as trustee) (as assignee of [Depositor]): (i) thisAgreement creates a valid <strong>and</strong> continuing securityinterest (as defined in the applicable UCC) in the<strong>Mortgage</strong> Loans in favor of [Depositor], which securityinterest is prior to all other Liens, <strong>and</strong> is enforceable assuch as against creditors of <strong>and</strong> purchasers from[Seller/Intermediary]; (ii) the <strong>Mortgage</strong> Notes constitute“instruments” within the meaning of the applicable UCC.(iii) [Seller/Intermediary], immediately prior to its transferof <strong>Mortgage</strong> Loans under this Agreement, will own <strong>and</strong>have good, valid <strong>and</strong> marketable title to the <strong>Mortgage</strong>Loans free <strong>and</strong> clear of any Lien, claim or encumbranceof any Person; (iv) [Seller/Intermediary] has received allconsents <strong>and</strong> approvals required by the terms of the<strong>Mortgage</strong> Loans to the sale of the <strong>Mortgage</strong> Loanshereunder to [Depositor]; (v) all original executed copiesof each <strong>Mortgage</strong> Note that constitute or evidence the<strong>Mortgage</strong> Loans have been delivered to the Custodian(as assignee of [Depositor]); (vi) [Seller/Intermediary]has received a written acknowledgment from theCustodian that such Custodian is holding the <strong>Mortgage</strong>Notes that constitute or evidence the <strong>Mortgage</strong> Loanssolely on behalf <strong>and</strong> for the benefit of [Depositor]or itsassignee. (vii) other than the security interest granted to[Depositor] pursuant to this Agreement <strong>and</strong> securityinterests granted to lenders which will be automaticallyreleased on the Closing Date, [Seller/Intermediary] hasnot pledged, assigned, sold, granted a security interestin, or otherwise conveyed any of the <strong>Mortgage</strong> Loans;[Seller/Intermediary] has not authorized the filing of <strong>and</strong>is not aware of any financing statements against it thatinclude a description of collateral covering the <strong>Mortgage</strong>Loans other than any financing statement relating to thesecurity interest granted to [Depositor]hereunder or thatwill be automatically released upon the sale to[Depositor]; (viii) [Seller/Intermediary] is not aware ofany judgment or tax lien filing against itself; <strong>and</strong> (ix)none of the <strong>Mortgage</strong> Notes that constitute or evidencethe <strong>Mortgage</strong> Loans have any marks or notationsindicating that they have been pledged, assigned orotherwise conveyed to any Person other than[Depositor].Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 24


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-1Enforcement mechanism(s)68 Repurchase Obligation. In the event of a breach of anyof the representations <strong>and</strong> warranties of[Seller/Intermediary] specified in this Section # thatmaterially adversely affects the value of a <strong>Mortgage</strong>Loan or the interest therein of the Certificate holders (asassignees of [Depositor]), [Seller/Intermediary] willrepurchase such <strong>Mortgage</strong> Loan pursuant to Section #of the Pooling <strong>and</strong> Servicing Agreement.69 Binding upon Successors, Etc. This Agreement shallbind <strong>and</strong> inure to the benefit of <strong>and</strong> be enforceable by[Seller/Intermediary] <strong>and</strong> [Depositor], <strong>and</strong> the respectivesuccessors <strong>and</strong> assigns thereof. The parties heretoacknowledge that [Depositor] is acquiring the <strong>Mortgage</strong>Loans for the purpose of selling, transferring, assigning,setting over <strong>and</strong> otherwise conveying them to the<strong>Trust</strong>ee, pursuant to the Pooling <strong>and</strong> ServicingAgreement. [Seller/Intermediary] acknowledges <strong>and</strong>consents to the assignment to the <strong>Trust</strong>ee by[Depositor] of all of [Depositor‟s] rights against[Seller/Intermediary] hereunder in respect of the<strong>Mortgage</strong> Loans sold to [Depositor] <strong>and</strong> that theenforcement or exercise of any right or remedy against[Seller/Intermediary] hereunder by the <strong>Trust</strong>ee or to theextent permitted under Section # of the Pooling <strong>and</strong>Servicing Agreement shall have the same force <strong>and</strong>effect as if enforced <strong>and</strong> exercised by[Depositor], directly.Repurchase Obligation. (i) In the event of a breach ofthe foregoing representations <strong>and</strong> warranties of<strong>NRP</strong>MT-I specified in Section 2(a) that materiallyadversely affects the value of a <strong>Mortgage</strong> Loan or theinterest therein of NADC or any subsequent owner ofthe <strong>Mortgage</strong> Loan, NCFA shall have a period of 60days from the earlier of either discovery by or receiptof written notice from NADC or <strong>NRP</strong>MT-I to NCFA ofsuch breach within which to correct or cure suchbreach; provided, that, such breach is not as a resultof or related to a breach of any of the representations<strong>and</strong> warranties made to <strong>NRP</strong>MT-I in Sections 7.01<strong>and</strong> 7.02 of the Purchase Agreement. Subject to theforegoing limitation, NCFA hereby covenants <strong>and</strong>agrees that if any such breach cannot be correctedor cured within such 60 day period, NCFA shallpromptly repurchase the related <strong>Mortgage</strong> Loan atthe Repurchase Price following receipt of NADC‟sdem<strong>and</strong>, by wire transfer of immediately availablefunds to such account as NADC shall specify toNCFA. (ii) NADC hereby acknowledges thatFirst Republic Bank has restated the BorrowerRepresentations (as defined in theAcknowledgement) regarding the <strong>Mortgage</strong> Loans asof the related Closing Date <strong>and</strong> has restated theOrigination Representations (as defined in theAcknoldgement) <strong>and</strong> the representations <strong>and</strong>warranties in Subsection 7.02 of the PurchaseAgreement regarding the <strong>Mortgage</strong> Loans as of thedate hereof pursuant to the Assignment, Assumption<strong>and</strong> Recognition Agreement, dated as of the datehereof, by <strong>and</strong> among <strong>NRP</strong>MT-I, NADC, NAFC, FirstRepublic Bank, Christiana <strong>Trust</strong>, a division ofWilmington Savings Fund Society, FSB, as trustee,<strong>and</strong> accepted <strong>and</strong> agreed to by Wells Fargo Bank,N.A., as master servicer (the “Acknowledgement”).Binding Upon Successors, Etc. This Agreementshall bind <strong>and</strong> inure to the benefit of <strong>and</strong> beenforceable by <strong>NRP</strong>MT-I, NAFC <strong>and</strong> NADC, <strong>and</strong> therespective successors <strong>and</strong> permitted assigns thereof.Other than pursuant to the Acknowledgment <strong>and</strong> thePooling <strong>and</strong> Servicing Agreement, NADC shall notassign this Agreement, including, without limitation,any of the representations, warranties <strong>and</strong>agreements of <strong>NRP</strong>MT-I <strong>and</strong> NAFC in Section 2 <strong>and</strong>the related remedies thereunder, without the expresswritten consent of <strong>NRP</strong>MT-I <strong>and</strong> NAFC.Table 3No. Benchmark TransactionRepresentations <strong>and</strong> warrantiesCopyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 25


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-170 [Wells Fargo Bank, N.A.]The Master Servicer hereby represents <strong>and</strong>warrants to the Depositor, the SecuritiesAdministrator (to the extent that the MasterServicer <strong>and</strong> the Securities Administrator arenot the same Person) <strong>and</strong> the <strong>Trust</strong>ee, for thebenefit of the Certificate holders, as of theClosing Date that:71 [Wells Fargo Bank, N.A.]It is validly existing <strong>and</strong> in good st<strong>and</strong>ingunder the laws of the United States of Americaas a national banking association, <strong>and</strong> asMaster Servicer has full power <strong>and</strong> authority totransact any <strong>and</strong> all business contemplated bythis Agreement <strong>and</strong> to execute, deliver <strong>and</strong>comply with its obligations under the terms ofthis Agreement, the execution, delivery <strong>and</strong>performance of which have been dulyauthorized by all necessary corporate actionon the part of the Master Servicer72 [Wells Fargo Bank, N.A.]The execution <strong>and</strong> delivery of this Agreementby the Master Servicer <strong>and</strong> its performance<strong>and</strong> compliance with the terms of thisAgreement will not (A) violate the MasterServicer‟s charter or bylaws, (B) violate anylaw or regulation or any administrative decreeor order to which it is subject or (C) constitutea default (or an event which, with notice orlapse of time, or both, would constitute adefault) under, or result in the breach of, anymaterial contract, agreement or otherinstrument to which the Master Servicer is aparty or by which it is bound or to which any ofits assets are subject, which violation, defaultor breach would materially <strong>and</strong> adverselyaffect the Master Servicer‟s ability to performits obligations under this Agreement.73 [Wells Fargo Bank, N.A.]This Agreement constitutes, assuming dueauthorization, execution <strong>and</strong> delivery hereof bythe other respective parties hereto, a legal,valid <strong>and</strong> binding obligation of the MasterServicer, enforceable against it in accordancewith the terms hereof, except as suchenforcement may be limited by bankruptcy,insolvency, reorganization, moratorium <strong>and</strong>other laws affecting the enforcement ofcreditors‟ rights in general, <strong>and</strong> by generalequity principles (regardless of whether suchenforcement is considered in a proceeding inequity or at law).[Wells Fargo Bank, N.A.]The Master Servicer hereby represents <strong>and</strong>warrants to the Depositor, the SecuritiesAdministrator (to the extent that the Master Servicer<strong>and</strong> the Securities Administrator are not the samePerson) <strong>and</strong> the <strong>Trust</strong>ee, for the benefit of theCertificateholders, as of the Closing Date that:[Wells Fargo Bank, N.A.]It is validly existing <strong>and</strong> in good st<strong>and</strong>ing under the lawsof the United States of America as a national bankingassociation, <strong>and</strong> as Master Servicer has full power <strong>and</strong>authority to transact any <strong>and</strong> all business contemplatedby this Agreement <strong>and</strong> to execute, deliver <strong>and</strong> complywith its obligations under the terms of this Agreement,the execution, delivery <strong>and</strong> performance of which havebeen duly authorized by all necessary corporate actionon the part of the Master Servicer;[Wells Fargo Bank, N.A.]The execution <strong>and</strong> delivery of this Agreement by theMaster Servicer <strong>and</strong> its performance <strong>and</strong> compliancewith the terms of this Agreement will not (A) violate theMaster Servicer‟s charter or bylaws, (B) violate any lawor regulation or any administrative decree or order towhich it is subject or (C) constitute a default (or anevent which, with notice or lapse of time, or both, wouldconstitute a default) under, or result in the breach of,any material contract, agreement or other instrument towhich the Master Servicer is a party or by which it isbound or to which any of its assets are subject, whichviolation, default or breach would materially <strong>and</strong>adversely affect the Master Servicer‟s ability to performits obligations under this Agreement;[Wells Fargo Bank, N.A.]This Agreement constitutes, assuming dueauthorization, execution <strong>and</strong> delivery hereof by theother respective parties hereto, a legal, valid <strong>and</strong>binding obligation of the Master Servicer, enforceableagainst it in accordance with the terms hereof, exceptas such enforcement may be limited by bankruptcy,insolvency, reorganization, moratorium <strong>and</strong> other lawsaffecting the enforcement of creditors‟ rights in general,<strong>and</strong> by general equity principles (regardless of whethersuch enforcement is considered in a proceeding inequity or at law);Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 26


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-174 [Wells Fargo Bank, N.A.]The Master Servicer is not in default withrespect to any order or decree of any court orany order or regulation of any federal, state,municipal or governmental agency to theextent that any such default would materially<strong>and</strong> adversely affect its performancehereunder.75 [Wells Fargo Bank, N.A.]The Master Servicer is not a party to or boundby any agreement or instrument or subject toany charter provision, bylaw or any othercorporate restriction or any judgment, order,writ, injunction, decree, law or regulation thatmay materially <strong>and</strong> adversely affect its abilityas Master Servicer to perform its obligationsunder this Agreement or that requires theconsent of any third person to the execution ofthis Agreement or the performance by theMaster Servicer of its obligations under thisAgreement.76 [Wells Fargo Bank, N.A.]No litigation is pending or, to the best of theMaster Servicer‟s knowledge, threatenedagainst the Master Servicer which wouldprohibit its entering into this Agreement orperforming its obligations under thisAgreement.77 [Wells Fargo Bank, N.A.]The Master Servicer, or an affiliate thereof theprimary business of which is the servicing ofconventional residential mortgage loans, is aFannie Mae- or Freddie Mac-approvedseller/servicer.78 [Wells Fargo Bank, N.A.]No consent, approval, authorization or order ofany court or governmental agency or body isrequired for the execution, delivery <strong>and</strong>performance by the Master Servicer of orcompliance by the Master Servicer with thisAgreement or the consummation of thetransactions contemplated by this Agreement,except such consents, approvals,authorizations <strong>and</strong> orders (if any) as havebeen obtained.79 [Wells Fargo Bank, N.A.]The consummation of the transactionscontemplated by this Agreement are in theordinary course of business of the MasterServicer.[Wells Fargo Bank, N.A.]The Master Servicer is not in default with respect to anyorder or decree of any court or any order or regulationof any federal, state, municipal or governmental agencyto the extent that any such default would materially <strong>and</strong>adversely affect its performance hereunder;[Wells Fargo Bank, N.A.]The Master Servicer is not a party to or bound by anyagreement or instrument or subject to any charterprovision, bylaw or any other corporate restriction orany judgment, order, writ, injunction, decree, law orregulation that may materially <strong>and</strong> adversely affect itsability as Master Servicer to perform its obligationsunder this Agreement or that requires the consent ofany third person to the execution of this Agreement orthe performance by the Master Servicer of itsobligations under this Agreement;[Wells Fargo Bank, N.A.]No litigation is pending or, to the best of the MasterServicer‟s knowledge, threatened against the MasterServicer which would prohibit its entering into thisAgreement or performing its obligations under thisAgreement;[Wells Fargo Bank, N.A.]The Master Servicer, or an affiliate thereof the primarybusiness of which is the servicing of conventionalresidential mortgage loans, is a Fannie Mae- or FreddieMac-approved seller/servicer;No consent, approval, authorization or order of anycourt or governmental agency or body is required forthe execution, delivery <strong>and</strong> performance by the MasterServicer of or compliance by the Master Servicer withthis Agreement or the consummation of thetransactions contemplated by this Agreement, exceptsuch consents, approvals, authorizations <strong>and</strong> orders (ifany) as have been obtained; <strong>and</strong>[Wells Fargo Bank, N.A.]The consummation of the transactions contemplated bythis Agreement are in the ordinary course of businessof the Master Servicer.Enforcement Mechanism(s)Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 27


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-180 [Wells Fargo Bank, N.A.]Enforcement mechanism(s)[Wells Fargo Bank, N.A.][T]he Master Servicer shall indemnify the Depositor,the Securities Administrator (to the extent that theMaster Servicer <strong>and</strong> the Securities Administratorare not the same Person) <strong>and</strong> the <strong>Trust</strong>ee <strong>and</strong> holdthem harmless against any loss, damages,penalties, fines, forfeitures, legal fees <strong>and</strong> relatedcosts, judgments, <strong>and</strong> other costs <strong>and</strong> expensesresulting from any claim, dem<strong>and</strong>, defense orassertion based on or grounded upon, or resultingfrom, a material breach of the Master Servicer‟srepresentations <strong>and</strong> warranties contained inSection # or any failure by the Master Servicer todeliver any information, report, certification,accountants‟ letter or other material when <strong>and</strong> asrequired under this Agreement. It is understood <strong>and</strong>agreed that the enforcement of the obligation of theMaster Servicer set forth in this Section toindemnify the Depositor, the SecuritiesAdministrator <strong>and</strong> the <strong>Trust</strong>ee as provided in thisSection # constitutes the sole remedy (other thanas set forth in Section #) of the Depositor, theSecurities Administrator <strong>and</strong> the <strong>Trust</strong>ee,respecting a breach of the foregoingrepresentations <strong>and</strong> warranties. Suchindemnification shall survive any termination of theMaster Servicer as Master Servicer hereunder, <strong>and</strong>any termination of this agreement.The Master Servicer shall indemnify the Depositor, theSecurities Administrator (to the extent that the MasterServicer <strong>and</strong> the Securities Administrator are not the samePerson) <strong>and</strong> the <strong>Trust</strong>ee <strong>and</strong> hold them harmless againstany loss, damages, penalties, fines, forfeitures, legal fees<strong>and</strong> related costs, judgments, <strong>and</strong> other costs <strong>and</strong>expenses resulting from any claim, dem<strong>and</strong>, defense orassertion based on or grounded upon, or resulting from, amaterial breach of the Master Servicer‟s representations<strong>and</strong> warranties contained in Section 9.03(a) or any failureby the Master Servicer to deliver any information, report,certification, accountants‟ letter or other material when <strong>and</strong>as required under this Agreement. It is understood <strong>and</strong>agreed that the enforcement of the obligation of the MasterServicer set forth in this Section to indemnify theDepositor, the Securities Administrator <strong>and</strong> the <strong>Trust</strong>ee asprovided in this Section 9.03(b) constitutes the soleremedy (other than as set forth in Section 6.14) of theDepositor, the Securities Administrator <strong>and</strong> the <strong>Trust</strong>ee,respecting a breach of the foregoing representations <strong>and</strong>warranties. Such indemnification shall survive anytermination of the Master Servicer as Master Servicerhereunder, <strong>and</strong> any termination of this Agreement.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 28


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-181 [Wells Fargo Bank, N.A.]If an Event of Default described in clauses #through # of this Section shall occur, then, in each<strong>and</strong> every case, subject to applicable law, so long asany such Event of Default shall not have beenremedied within any period of time as prescribed bythis Section, the <strong>Trust</strong>ee, by notice in writing to theMaster Servicer may, <strong>and</strong>, if so directed in writingby Certificate holders evidencing either (i) morethan 50% of the Class Principal Amount (or ClassNotional Amount) of each Class of Certificates, or(ii) 50% of the aggregate Class Principal Amount ofthe Subordinate Certificates, or upon the occurrenceof an Event of Default described in clause # of thisSection, shall, terminate all of the rights <strong>and</strong>obligationsof the Master Servicer hereunder <strong>and</strong> in <strong>and</strong> to the<strong>Mortgage</strong> Loans <strong>and</strong> the proceeds thereof; provided,however, that in the case of the preceding clause(ii), the <strong>Trust</strong>ee shall provide written notice to all ofthe Certificate holders within two Business Days ofreceiving such direction <strong>and</strong> shall not terminate theMaster Servicer if, within 30 days of sending suchwritten notice, the <strong>Trust</strong>ee has received contraryinstructions from Certificate holders evidencingmore than 50% of the Aggregate Voting Interests ofthe Certificate holders.[Wells Fargo Bank, N.A.]If an Event of Default described in clauses (i) through (ix)of this Section shall occur, then, in each <strong>and</strong> every case,subject to applicable law, so long as any such Event ofDefault shall not have been remedied within any period oftime as prescribed by this Section, the <strong>Trust</strong>ee, by notice inwriting to the Master Servicer may, <strong>and</strong>, if so directed inwriting by Certificateholders evidencing either (i) more than50% of the Class Principal Amount (or Class NotionalAmount) of each Class of Certificates, or (ii) 50% of theaggregate Class Principal Amount of the SubordinateCertificates, or upon the occurrence of an Event of Defaultdescribed in clause (x) of this Section, shall, terminate allof the rights <strong>and</strong> obligations of the Master Servicerhereunder <strong>and</strong> in <strong>and</strong> to the <strong>Mortgage</strong> Loans <strong>and</strong> theproceeds thereof; provided, however, that in the case ofthe preceding clause (ii), the <strong>Trust</strong>ee shall provide writtennotice to all of the Certificateholders within two BusinessDays of receiving such direction <strong>and</strong> shall not terminate theMaster Servicer if, within 30 days of sending such writtennotice, the <strong>Trust</strong>ee has received contrary instructions fromCertificateholders evidencing more than 50% of theAggregate Voting Interests of the Certificateholders.82 [Wells Fargo Bank, N.A.]On or after the receipt by the Master Servicer ofsuch written notice, all authority <strong>and</strong> power of theMaster Servicer, <strong>and</strong> only in its capacity as MasterServicer under this Agreement, whether withrespect to the <strong>Mortgage</strong> Loans or otherwise, shallpass to <strong>and</strong> be vested in the <strong>Trust</strong>ee; <strong>and</strong> the<strong>Trust</strong>ee is hereby authorized <strong>and</strong> empowered toexecute <strong>and</strong> deliver, on behalf of the defaultingMaster Servicer as attorney-in-fact or otherwise, any<strong>and</strong> all documents <strong>and</strong> other instruments, <strong>and</strong> to door accomplish all other acts or things necessary orappropriate to effect the purposes of such notice oftermination, whether to complete the transfer <strong>and</strong>endorsement or assignment of the <strong>Mortgage</strong> Loans<strong>and</strong> related documents or otherwise.[Wells Fargo Bank, N.A.]On or after the receipt by the Master Servicer of suchwritten notice, all authority <strong>and</strong> power of the MasterServicer, <strong>and</strong> only in its capacity as Master Servicer underthis Agreement, whether with respect to the <strong>Mortgage</strong>Loans or otherwise, shall pass to <strong>and</strong> be vested in the<strong>Trust</strong>ee; <strong>and</strong> the <strong>Trust</strong>ee is hereby authorized <strong>and</strong>empowered to execute <strong>and</strong> deliver, on behalf of thedefaulting Master Servicer as attorney-in-fact or otherwise,any <strong>and</strong> all documents <strong>and</strong> other instruments, <strong>and</strong> to do oraccomplish all other acts or things necessary or appropriateto effect the purposes of such notice of termination,whether to complete the transfer <strong>and</strong> endorsement orassignment of the <strong>Mortgage</strong> Loans <strong>and</strong> related documentsor otherwise.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 29


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-183 [Wells Fargo Bank, N.A.]The defaulting Master Servicer agrees to cooperatewith the <strong>Trust</strong>ee <strong>and</strong> the Securities Administrator ineffecting the termination of the defaulting MasterServicer’s responsibilities <strong>and</strong> rights hereunder asMaster Servicer including, without limitation,notifying Servicers of the assignment of the masterservicing function <strong>and</strong> providing the <strong>Trust</strong>ee or itsdesignee all documents <strong>and</strong> records in electronic orother form reasonably requested by it to enable the<strong>Trust</strong>ee or its designee to assume the defaultingMaster Servicer’s functions hereunder <strong>and</strong> thetransfer to the <strong>Trust</strong>ee for administration by it of allamounts which shall at the time be or should havebeen deposited by the defaulting Master Servicer inthe Distribution Account <strong>and</strong> any other account orfund maintained with respect to the Certificates orthereafter received with respect to the <strong>Mortgage</strong>Loans.[Wells Fargo Bank, N.A.]|The defaulting Master Servicer agrees to cooperate withthe <strong>Trust</strong>ee <strong>and</strong> the Securities Administrator in effectingthe termination of the defaulting Master Servicer’sresponsibilities <strong>and</strong> rights hereunder as Master Servicerincluding, without limitation, notifying the Servicer of theassignment of the master servicing function <strong>and</strong> providingthe <strong>Trust</strong>ee or its designee all documents <strong>and</strong> records inelectronic or other form reasonably requested by it toenable the <strong>Trust</strong>ee or its designee to assume thedefaulting Master Servicer’s functions hereunder <strong>and</strong> thetransfer to the <strong>Trust</strong>ee for administration by it of allamounts which shall at the time be or should have beendeposited by the defaulting Master Servicer in theDistribution Account <strong>and</strong> any other account or fundmaintained with respect to the Certificates or thereafterreceived with respect to the <strong>Mortgage</strong> LoansThe language in <strong>St<strong>and</strong>ard</strong> & Poor‟s Ratings Services‟ <strong>17g</strong>-7 Benchmark reflects representations, warranties <strong>and</strong>enforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type ofsecurity. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbershave been replaced by a number symbol (Example: „Section 5‟ now reads as „Section #‟). Proper nouns have been replacedwith the bracketed name of the role the entity plays in the transaction (Example: „ABC Corp‟ now reads as [Seller]). Numbersor amounts specific to a deal have been replaced with a number symbol (Example: „more than 30%‟ now reads as „morethan #%‟). Non-numerical characteristics have been replaced by a generic description (Example: „financing of agricultural<strong>and</strong> construction equipment‟ now reads as „financing of [type of] equipment‟).This <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report is not intended to be, <strong>and</strong> may not be relied upon as, legaladvice.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 30


U.S. RMBS <strong>Mortgage</strong> Lien <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>NRP</strong> <strong>Mortgage</strong> <strong>Trust</strong> <strong>2013</strong>-1DisclaimerCopyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & Poor‟s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses <strong>and</strong> data, model, software or other application or outputtherefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any formby any means, or stored in a database or retrieval system, without the prior written permission of <strong>St<strong>and</strong>ard</strong> & Poor‟sFinancial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful orunauthorized purposes. 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S&P's public ratings <strong>and</strong>analyses are made available on its Web sites, www.st<strong>and</strong>ard<strong>and</strong>poors.com (free of charge), <strong>and</strong>www.ratingsdirect.com <strong>and</strong> www.globalcreditportal.com (subscription), <strong>and</strong> may be distributed through other means,including via S&P publications <strong>and</strong> third-party redistributors. Additional information about our ratings fees is availableat www.st<strong>and</strong>ard<strong>and</strong>poors.com/usratingsfees.STANDARD & POOR‟S, S&P, GLOBAL CREDIT PORTAL <strong>and</strong> RATINGSDIRECT are registered trademarks of<strong>St<strong>and</strong>ard</strong> & Poor‟s Financial Services LLC.Copyright © <strong>2013</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 31

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