RECONSTITUTION AGREEMENT
This
Reconstitution Agreement (this “Agreement”)
dated
as of February 1, 2007, is among Greenwich Capital Financial Products, Inc.
(“GCFP”),
Financial Asset Securities Corp. (“FASCO”
or
the
“Depositor”)
and
GMAC Mortgage, LLC, as successor by merger to GMAC Mortgage Corporation, as
servicer (the “Servicer”
or
“GMAC”)
and
acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”)
and
Deutsche Bank National Trust Company, as trustee (the “Trustee”).
RECITALS
WHEREAS,
GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto (the
“Mortgage
Loans”)
to the
Depositor pursuant to an omnibus assignment agreement, dated as of February
1,
2007, between GCFP and the Depositor and an
assignment agreement, dated as of February 1, 2007, among GCFP, the Depositor
and Ameriquest Mortgage Company,
and the
Depositor in turn has conveyed the Mortgage Loans to the Trustee pursuant to
a
pooling and servicing agreement dated as of February 1, 2007 (the “Pooling
and Servicing Agreement”),
among
FASCO, Ocwen as Servicer, Xxxxxxx Fixed Income Services Inc. (formerly known
as
The Murrayhill Company), as credit risk manager, the Master Servicer, in its
capacity as such and as Trust Administrator, and the Trustee, in its capacity
as
such;
WHEREAS,
the Mortgage Loans are currently being serviced by GMAC for GCFP pursuant to
an
Amended and Restated Master Interim Servicing Agreement, dated as of January
1,
2006 (the “Servicing
Agreement”),
between GCFP and GMAC, a copy of which is annexed hereto as Exhibit
Three;
WHEREAS,
GCFP desires that GMAC continue to service the Mortgage Loans and GMAC has
agreed to do so, subject to the rights of GCFP, the Trustee and the Trust
Administrator to terminate the rights and obligations of GMAC hereunder as
set
forth herein and to the other conditions set forth herein;
WHEREAS,
Section 11.11 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Servicing
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, GMAC has agreed, in Section 10.02 of the Servicing Agreement, to
enter into additional documents, instruments or agreements as may be reasonably
necessary in connection with any securitization transaction contemplated by
GCFP
pursuant to the Servicing Agreement;
WHEREAS,
GMAC and GCFP agree that this Agreement shall govern the Mortgage Loans for
so
long as such Mortgage Loans remain subject to the provisions of the Pooling
and
Servicing Agreement;
WHEREAS,
pursuant to this Agreement, the Master Servicer, and any successor master
servicer, shall be obligated, among other things, to supervise the servicing
of
the Mortgage Loans on behalf of the Trustee, the Trust Administrator and the
Trust Fund, and shall have the right to terminate the rights and obligations
of
GMAC under this Agreement upon the occurrence of an Event of Default (as defined
by this Agreement);
NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
hereto agree as follows:
Definitions
Capitalized
terms used herein and not defined in this Agreement (including Exhibit One
hereto) or in the Servicing Agreement shall have the meanings ascribed to them
in the Pooling and Servicing Agreement.
Trust
Cut-off Date
The
parties hereto acknowledge that by operation of Section 5.01 of the Servicing
Agreement (as modified by this Agreement), the remittance on March 18, 2007,
to
be made to the Trust Fund is to include all principal collections due after
February 1, 2007 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 5.01 of the
Servicing Agreement.
Servicing
GMAC
agrees, with respect to the servicing of the Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed by the Servicer under the provisions of the Servicing Agreement,
except as otherwise provided herein and on Exhibit One hereto, as of the Trust
Cut-off Date and that the provisions of the Servicing Agreement, as so modified,
are and shall be a part of this Agreement to the same extent as if set forth
herein in full.
Servicing
Fee
The
Servicing Fee for the Mortgage Loans shall be equal to 0.500% per annum (the
“Servicing
Fee Rate”).
Such
fee shall be payable monthly from the interest portion (as adjusted in
accordance with Section 5.01 of the Servicing Agreement) of the related Monthly
Payment collected by the Servicer, or as otherwise provided in Section 4.05
of
the Servicing Agreement.
Master
Servicing; Termination of Servicer
GMAC,
including any successor servicer hereunder, shall be subject to the supervision
of the Master Servicer, which Master Servicer shall be obligated to enforce
GMAC’s obligation to service the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee, the Trust Administrator and the Trust Fund, shall have the same rights
(but not the obligations) as the Owner to enforce the obligations of GMAC under
the Servicing Agreement and unless otherwise specified in Exhibit A to this
Agreement, references to the “initial Owner” or the “Owner” in the Servicing
Agreement shall be deemed to refer to the Trust Fund on whose behalf the Master
Servicer is acting; provided,
however,
that
any obligation of the Owner to pay or reimburse GMAC shall be satisfied from
funds available in the Custodial Account or the Trust Fund. The Master Servicer
shall be entitled to terminate the rights and obligations of GMAC under this
Agreement upon the occurrence of an Event of Default under Section 9.01 of
the
Servicing Agreement (as modified by this Agreement). Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer, the Trust
Administrator or the Trustee be required to assume any of the obligations of
the
Owner under the Servicing Agreement and, in connection with the performance
of
the Master Servicer’s duties hereunder, the parties and other signatories hereto
agree that the Master Servicer shall be entitled to all the rights, protections
and limitations of liability afforded to the Master Servicer under the Pooling
and Servicing Agreement.
Warranties
GCFP
and
GMAC mutually warrant and represent that, with respect to the Mortgage Loans,
the Servicing Agreement is in full force and effect as of the Trust Cut-off
Date
and has not been amended or modified in any way with respect to the Mortgage
Loans and no notice of termination has been given thereunder.
Representations
Pursuant
to Section 10.02 of the Servicing Agreement, GMAC hereby represents and
warrants, for the benefit of GCFP, FASCO, the Trustee, the Trust Administrator
and the Trust Fund (including the Trustee, the Trust Administrator and the
Master Servicer acting on the Trust Fund’s behalf), that the representations and
warranties set forth in Article III of the Servicing Agreement are true and
correct as of the date hereof as if such representations and warranties were
made on such date.
GMAC
hereby acknowledges and agrees that the remedies available to GCFP, FASCO and
the Trust Fund (including the Trustee, the Trust Administrator and the Master
Servicer acting on the Trust Fund’s behalf) in connection with any breach of the
representations and warranties made by GMAC set forth above that materially
and
adversely affects the value of that Mortgage Loan and the interests of the
Certificateholders in such Mortgage Loan shall be as set forth in Sections
8.01
and 9.01 of the Servicing Agreement as if they were set forth herein (including
without limitation the indemnity obligations set forth in Section 8.01). Such
enforcement of a right or remedy by the Trustee or the Trust Administrator
shall
have the same force and effect as if the right or remedy had been enforced
or
exercised by GCFP directly.
Assignment
GMAC
hereby acknowledges that the rights of GCFP under the Servicing Agreement as
amended by this Agreement will be assigned to FASCO under a mortgage loan
purchase agreement dated as of February 23, 2007 (the “Mortgage
Loan Purchase Agreement”),
between FASCO and GCFP, and by FASCO to the Trust Fund under the Pooling and
Servicing Agreement will each be a valid assignment and assumption agreement
or
other assignment document and will constitute a valid assignment and assumption
of the rights of GCFP under the Servicing Agreement to and by FASCO and to
the
Trustee and Trust Administrator, on behalf of the Trust Fund, as applicable.
In
addition, the Trust Fund will make a REMIC election. GMAC hereby consents to
such assignment and assumption and acknowledges the Trust Fund’s REMIC election.
Notices
and
Remittances
1. All
written information required to be delivered to the Master Servicer hereunder
shall be delivered to the Master Servicer at the following address:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, Soundview 2007-1
(or
in
the case of overnight deliveries,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
2. All
remittances required to be made to the Master Servicer under this Agreement
shall be on a scheduled/scheduled basis and made to the following wire
account:
Xxxxx
Fargo Bank, N.A.
ABA#:
121
000 248
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: Soundview 2007-1, Account #00000000
3. All
written information required to be delivered to the Trustee hereunder shall
be
delivered to the Trustee at the following address:
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000
Attention:
Trustee Soundview Home Loan Trust 2007-1
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4. All
written information required to be delivered to GCFP under the Purchase
Agreement and under this Agreement shall be delivered to GCFP at the following
address:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (Soundview 2007-1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Governing
Law
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Counterparts
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
Reconstitution
GMAC
and
GCFP agree that this Agreement is executed in connection with a securitization
transaction and that February 28, 2007 is the Reconstitution Date.
Intended
Third Party Beneficiaries
Notwithstanding
any provision herein to the contrary, the parties to this Agreement agree that
it is appropriate, in furtherance of the intent of such parties as set forth
herein, that the Trustee, the Trust Administrator and the Master Servicer
receive the benefit of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. GMAC shall
have the same obligations to the Trustee, the Trust Administrator and the Master
Servicer as if the Trustee, the Trust Administrator and the Master Servicer
were
each a party to this Agreement, and the Trustee, the Trust Administrator and
the
Master Servicer shall have the same rights and remedies to enforce the
provisions of this Agreement as if each were a party to this Agreement.
Notwithstanding the foregoing, all rights and obligations of the Trustee, the
Trust Administrator and the Master Servicer hereunder (other than the right
to
indemnification) shall terminate upon termination of the Trust Fund pursuant
to
the Pooling and Servicing Agreement.
Executed
as of the day and year first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., | ||
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| By: |
/s/
Xxx Xxxxxxxxxx
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Name:
|
Xxx Xxxxxxxxxx | |
| Title: | Vice President | |
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FINANCIAL
ASSET SECURITIES CORP.,
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as
Depositor
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||
| |
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| By: |
/s/
Xxx Xxxxxxxxxx
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Name:
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Xxx Xxxxxxxxxx | |
| Title: | Vice President | |
|
GMAC
MORTGAGE, LLC,
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as
Servicer
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| By: |
/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx X. Xxxxxxx | |
| Title: | Vice President | |
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Acknowledged
By:
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| XXXXX FARGO BANK, N.A., | ||
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as
Master Servicer
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| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Assistant Vice President | |
| DEUTSCHE BANK NATIONAL TRUST COMPANY, | ||
|
not
in its individual capacity, but solely as Trustee
under
the Pooling and Servicing Agreement
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||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President | |
EXHIBIT
ONE
Modifications
to the Servicing Agreement with respect to the Mortgage Loans only:
| 1. |
The
definition of “Business Day” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
Business
Day:
Any day
other than a Saturday or Sunday, or a day on which banks and savings and loan
institutions in the State of Maryland, the State of Illinois, the State of
Colorado, the State of Minnesota, the State of Iowa, the State of California,
the State of New York or the State of Texas are authorized or obligated by
law
or executive order to be closed.
| 2. |
The
definition of "Eligible Account" in Section 1.01 is hereby included
in its
entirety to read as follows:
|
Eligible
Account:
Any of
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(i)
|
an
account or accounts maintained with a federal or state chartered
depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution
or trust
company that is the principal subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are
rated
in the highest short term rating category of the Rating Agency at
the time
any amounts are held on deposit
therein;
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(ii)
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an
account or accounts the deposits in which are fully insured by the
FDIC
(to the limits established by it), the uninsured deposits in which
account
are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to the Trustee, the Trust Administrator and to the Rating
Agency, the Certificateholders will have a claim with respect to
the funds
in the account or a perfected first priority security interest against
the
collateral (which shall be limited to Permitted Investments) securing
those funds that is superior to claims of any other depositors or
creditors of the depository institution with which such account is
maintained;
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(iii)
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a
trust account or accounts maintained with the trust department of
a
federal or state chartered depository institution, national banking
association or trust company acting in its fiduciary capacity,
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(iv)
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an
account otherwise acceptable to the Rating Agency without reduction
or
withdrawal of its then current ratings of the Certificates (without
regard
to the Certificate Insurance Policy) as evidenced by a letter from
each
Rating Agency to the Trustee and the Trust Administrator.
|
Eligible
Accounts may bear interest, and any account with the depository institution
acting as Trustee or Trust Administrator hereunder may be an Eligible Account
so
long as it otherwise satisfies the requirements of this definition.
| 3. |
A
new definition of “Monthly Advances” in Section 1.01 is hereby included in
its entirety to read as follows:
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Monthly
Advance:
The
portion of each Monthly Payment that is delinquent with respect to each Mortgage
Loan at the close of business on the Determination Date required to be advanced
by the Servicer pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.
| 4. |
The
definition of “Mortgage Interest Rate” in Section 1.01 is hereby amended
by adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
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| 5. |
A
new definition of “Mortgage Loan Remittance Rate” is hereby included in
its entirety to read as follows:
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Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to the
Owner, which shall be equal to the related Mortgage Interest Rate minus the
Servicing Fee.
| 6. |
The
definition of “Opinion of Counsel” in Section 1.01 is hereby amended in
its entirety to read as follows:
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Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the Servicer, that is
reasonably acceptable to the Master Servicer provided that any Opinion of
Counsel relating to (a) qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of counsel reasonably
acceptable to the Master Servicer and GCFP, who (i) is in fact independent
of
the Servicer, (ii) does not have any material direct or indirect financial
interest in the Servicer or in any affiliate of the Servicer and (iii) is not
connected with the Servicer as an officer, employee, director or person
performing similar functions.
| 7. |
The
definition of “Permitted Investments” in Section 1.01 is hereby amended in
its entirety to read as follows:
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Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase price
of not greater than par:
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(i)
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direct
obligations of, or obligations fully guaranteed as to timely payment
of
principal and interest by, the United States or any agency or
instrumentality thereof, provided such obligations are backed by
the full
faith and credit of the United
States;
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(ii)
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(A)
demand and time deposits in, certificates of deposit of, bankers’
acceptances issued by or federal funds sold by any depository institution
or trust company (including the Trustee, the Trust Administrator,
the
Master Servicer or their agents acting in their respective commercial
capacities) incorporated under the laws of the United States of America
or
any state thereof and subject to supervision and examination by federal
and/or state authorities, so long as, at the time of such investment
or
contractual commitment providing for such investment, such depository
institution or trust company or its ultimate parent has a short-term
uninsured debt rating in one of the two highest available rating
categories of S&P and the highest available rating category of Xxxxx’x
and (B) any other demand or time deposit or deposit which is fully
insured
by the FDIC and are rated Prime-1 by
Xxxxx’x;
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(iii)
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repurchase
obligations with respect to any security described in clause
(i) above and entered into with a depository institution or trust
company (acting as principal) in the highest applicable rating category
by
S&P and Xxxxx’x;
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(iv)
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securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the
District
of Columbia or any State thereof and that are rated by the Rating
Agency
in its highest long-term unsecured rating categories at the time
of such
investment or contractual commitment providing for such
investment;
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(v)
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commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by the Rating Agency
in its
highest short-term unsecured debt rating available at the time of
such
investment;
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(vi)
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units
of money market funds (which may be 12b-1 funds, as contemplated
by the
Commission under the Investment Company Act of 1940) registered under
the
Investment Company Act of 1940 including funds managed or advised
by the
Trustee, the Trust Administrator, the Master Servicer or an Affiliate
thereof having the highest applicable rating from the Rating Agency;
and
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(vii)
|
if
previously confirmed in writing to the Trustee and the Trust
Administrator, any other demand, money market or time deposit, or
any
other obligation, security or investment, as may be acceptable to
the
Rating Agency in writing as a permitted investment of funds backing
securities having ratings equivalent to its highest initial ratings
of the
Senior Certificates;
|
provided,
however,
that no
instrument described hereunder shall evidence either the right to receive (a)
only interest with respect to the obligations underlying such instrument or
(b)
both principal and interest payments derived from obligations underlying such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations.
| 8. |
A
new definition of “Prepayment Interest Shortfall” in Section 1.01 is
hereby added in its entirety to read as
follows:
|
Prepayment
Interest Shortfall:
On any
Remittance Date, the sum of the differences between (a) interest actually
received in a Due Period as a result of a full principal prepayment or partial
principal prepayment or other unscheduled receipt of principal (including as
a
result of a liquidation) on each Mortgage Loan as to which such a payment is
received and (b) the scheduled interest portion of the Monthly Payment of such
Mortgage Loan, adjusted to the applicable Mortgage Loan Remittance
Rate.
| 9. |
The
definition of “Rating Agency” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
a mortgage securitization as a result of a Pass-Through Transfer.
| 10. |
A
new definition of “Relief Act Reduction” is hereby added to Section 1.01
immediately following the definition of “Recourse Obligation” to read as
follows:
|
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, as amended, or any similar state law, any
amount by which interest collectible on such Mortgage Loan for the Due Date
in
the related Due Period is less than the interest accrued thereon for the
applicable one-month period at the Mortgage Interest Rate without giving effect
to such reduction.
| 11. |
The
definition of “Remittance Date” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
Remittance
Date:
The
18th
calendar
day of any month or, if such 18th
day is
not a Business Day, the Business Day immediately preceding such 18th
day.
| 12. |
A
new definition of “Sarbanes Certifying Parties” is added to Section 1
immediately before the definition of “Servicing Advances” to read as
follows:
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Sarbanes
Certifying Parties:
The
Depositor and the Master Servicer.
| 13. |
Subsection
3.01(a) is hereby amended in its entirety to read as
follows:
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(a) The
Servicer is a validly existing limited liability company in good standing under
the laws of the State of its organization and is qualified to transact business
in, is in good standing under the laws of, and possesses all licenses necessary
for the conduct of its business in, each state in which any Mortgaged Property
is located or is otherwise exempt or not required under applicable law to effect
such qualification or license and no demand for such qualification or license
has been made upon the Servicer by any such state, and in any event the Servicer
is in compliance with the laws of each such State to the extent necessary to
ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loans in accordance with the terms of this Agreement.
| 14. |
Section
4.01 (Servicer to Act as Servicer) is hereby amended as
follows:
|
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(i)
|
by
inserting a new seventh paragraph in its entirety to read as
follows:
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The
Servicer shall not knowingly or intentionally take any action, or fail to take
(or fail to cause to be taken) any action reasonably within its control and
the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any REMIC
created under the Pooling and Servicing Agreement to fail to qualify as a REMIC
or result in the imposition of a tax upon the Trust (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the
Code) unless the Servicer has received an Opinion of Counsel (but not at the
expense of the Servicer) to the effect that the contemplated action will not
cause any REMIC created under the Pooling and Servicing Agreement to fail to
qualify as a REMIC or result in the imposition of a tax upon any such REMIC
created thereunder.
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(ii)
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by
adding the following additional proviso at the end of the first sentence
of the current third paragraph to read as
follows:
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;
provided,
further,
no such
modification shall be permitted unless the Servicer shall have provided to
the
Master Servicer an Opinion of Counsel in writing to the effect that such
modification, waiver or amendment would not cause an Adverse REMIC Event (as
defined in the Pooling and Servicing Agreement). The costs of obtaining such
Opinion of Counsel shall be a reimbursable expense to the Servicer to be
withdrawn from the Custodial Account pursuant to Section 4.05. Promptly after
the execution of any modification of any Mortgage Loan, the Servicer shall
deliver to the Master Servicer the originals of any documents evidencing such
modification.
| 15. |
Section
4.04 (Establishment of Custodial Accounts; Deposits in Custodial
Accounts)
is hereby amended as follows:
|
|
(i)
|
by
adding the words “in trust for the Trustee of Soundview Home Loan Trust
2007-1” at the end of the first sentence of the first
paragraph;
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(ii)
|
by
adding the words “and must be an Eligible Account” at the end of the
second sentence of the first
paragraph;
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(iii) deleting
the third sentence in its entirety;
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(iv)
|
by
removing the word “and” from the end of clause
(vi);
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(v)
|
by
adding the word “and” at the end of clause
(vii);
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(vi)
|
by
adding clause (viii) in its entirety to read “with respect to each Full
Principal Prepayment or Partial Principal Prepayment, any Prepayment
Interest Shortfall, to the extent of the Servicer’s aggregate Servicing
Fee received with respect to the related Due Period;
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(vii)
|
by
adding a new paragraph at the end of the section to read as
follows:
|
Funds
in
the Custodial Account shall, if invested, be invested in Permitted Investments;
provided,
however,
that
the Servicer shall be under no obligation or duty to invest (or otherwise pay
interest on) amount held in the Custodial Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal no later than one (1)
Business Day prior to the next succeeding Remittance (except that if such
Permitted Investment is an obligation of the Servicer, then such Permitted
Investment shall mature not later than such applicable Remittance Date). Any
and
all investment earnings from an such Permitted Investment shall be for the
benefit of the Servicer and shall be subject to its withdrawal or order from
time to time, and shall not be part of the Trust Fund. The risk of loss of
moneys required to be remitted to the Master Servicer resulting from such
investments shall be borne by and be the risk of the Servicer. The Servicer
shall deposit the amount of any such loss in the Custodial Account immediately
as realized, but in no event later than the related Remittance
Date.
| 16. |
Section
4.06 (Establishment of Escrow Accounts; Deposits in Escrow Accounts)
is
hereby amended as follows:
|
|
(i)
|
by
adding the words “in trust for the Trustee of Soundview Home Loan Trust
2007-1” at the end of the first sentence of the first
paragraph.
|
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(ii)
|
by
adding the words “and must be an Eligible Account” at the end of the
second sentence of the first
paragraph.
|
| 17. |
Section
4.13 (Title, Management and Disposition of REO Property) is hereby
amended
by deleting the fifth paragraph in its
entirety.
|
| 18. |
A
new Section 4.16 (Credit Reporting) is hereby added in its entirety
to
read as follows:
|
For
each
Mortgage Loan, the Servicer has and shall continue to accurately and fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to each of the following credit repositories:
Equifax Credit Information Services, Inc., Trans Union, LLC and Experian
Information Solution, Inc., or any respective successors, on a monthly basis.
| 19. |
Section
5.02 (Statements to the Owner) is hereby amended in its entirety
to read
as follows:
|
Not
later
than the fifth Business Day of each month, the Servicer shall furnish to the
Master Servicer, including but not limited to (i) a monthly remittance advice
in
written or electronic format (or in such other format mutually agreed to between
the Servicer and the Master Servicer) relating to the period ending on the
last
day of the preceding calendar month in the form of Exhibit
Four
attached
hereto, or in such other form mutually agreed to in writing between the Servicer
and the Master Servicer and (ii) all such information required pursuant to
clause (i) above on a magnetic tape or other similar media reasonably acceptable
to the Master Servicer.
| 20. |
A
new Section 5.04 is added in its entirety to read as
follows:
|
Section
5.04 Monthly
Advances by the Servicer.
Not
later
than the close of business on the Business Day preceding each Remittance Date,
the Servicer shall deposit in the Custodial Account an amount equal to all
payments not previously advanced by the Servicer, whether or not deferred
pursuant to Section 4.01, of Monthly Payments, adjusted to the related Mortgage
Loan Remittance Rate, which are delinquent at the close of business on the
related Determination Date. The
Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the final disposition or liquidation of the Mortgaged Property,
unless the Servicer deems such advance to be nonrecoverable from Liquidation
Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to the
applicable Mortgage Loan. In
such
latter event, the Servicer shall deliver to the Owner an Officer’s Certificate
of the Servicer to the effect that an officer of the Servicer has reviewed
the
related Servicing File and has obtained a recent appraisal and has made the
reasonable determination that any additional advances are nonrecoverable from
Liquidation or Insurance Proceeds with respect to the applicable Mortgage
Loan.
| 21. |
Section
6.04 (Annual Statement as to Compliance: Financial Statements) is
hereby
deleted in its entirety and replaced with “[Reserved].”
|
| 22. |
Section
6.05 (Annual Independent Certified Public Accountants’ Servicing Report)
is hereby deleted in its entirety and replaced with
“[Reserved].”
|
| 23. |
Section
8.01 (Indemnification; Third Party Claims) is hereby amended by replacing
the words “the Owner and its affiliates and their respective officers,
directors, shareholders, employees, agents, successors and any assigns” in
the first line with “the Trust Fund, the Trustee, the Trust Administrator,
the Master Servicer, the Depositor and each successor in interest,
and
each of their respective agents”.
|
| 24. |
Section
8.04 (Servicer Not to Resign) is hereby amended as
follows:
|
| (i) |
by
replacing the reference to “the Owner” in the first sentence with “the
Depositor, the Trustee, the Trust Administrator the Master Servicer
and
each Rating Agency;”
|
| (ii) |
by
replacing the first reference to “the Owner” in the second sentence with
“the Depositor, the Trustee, the Trust Administrator, the Master Servicer
and each Rating Agency;” and
|
| (iii) |
by
replacing the second reference to “the Owner” in the second sentence with
“the Depositor, the Trustee, the Trust Administrator, the Master Servicer
and each Rating Agency.”
|
| 25. |
Section
8.05 (No Transfer of Servicing) is hereby amended by replacing the
words
“prior written approval of the Owner” with “the prior written consent of
the Master Servicer and the Depositor, and only to an acceptable
successor
servicer” in the second sentence of the
paragraph.
|
| 26. |
Section
9.01 (Events of Default) is hereby amended as
follows:
|
| (i) |
by
replacing the reference to “the Owner” in the first sentence of clause (i)
with “the Depositor, the Trustee, the Trust Administrator, the Master
Servicer and each Rating Agency;”
|
| 27. |
Section
9.02 (Waiver of Defaults) is hereby amended by replacing the reference
to
“Owner” with “Master Servicer.”
|
| 28. |
The
second paragraph of subsection (b) of Section 11.06 (Use of Subservicers
and Subcontractors) is hereby amended by deleting the last sentence
of
such paragraph and replacing it with the
following:
|
The
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Owner and any Depositor any assessment of compliance and
attestation and other certifications required to be delivered by such
Subcontractor under Section 11.05, in each case as and when required to be
delivered.”
| 29. |
Subsection
11.03(h) is hereby amended in its entirety to read as
follows:
|
(h) The
Servicer shall provide to the Owner, any Master Servicer and any Depositor,
such
additional information as such party may reasonably request, including evidence
of the authorization of the person signing any certification or statements,
copies or other evidence of any fidelity bond insurance and errors and omissions
insurance, financial information and reports, and such other information related
to the Servicer or any Subservicer or the Servicer or such Subservicer’s
performance hereunder.
| 30. |
Subsection
11.05(a) is hereby amended as
follows:
|
(ii) by
adding
the words “, and cause each Subservicer and Subcontractor described in clause
(iii) to provide” after the word “deliver” in clause (iv).
| 31. |
Section
12.01 is hereby amended by replacing references to “the Owner” with “the
Master Servicer”.
|
| 32. |
Section
12.02 (Amendment) is hereby amended in its entirety to read as
follows:
|
This
Agreement may be amended only by written agreement signed by the Servicer,
GCFP,
the Depositor, the Trustee, the Trust Administrator and the Master Servicer.
The
party requesting such amendment shall, at its own expense, provide the Master
Servicer (with a copy to the non-requesting parties) with an Opinion of Counsel
that (i) such amendment is permitted under the terms of this Agreement, (ii)
the
Servicer has complied with all applicable requirements of this Agreement, and
(iii) such Amendment will not materially adversely affect the interest of the
Certificateholders in the Mortgage Loans.
| 33. |
Exhibit
F
(Form of Xxxxxxxx-Xxxxx Certification) shall be added in its entirety
with
the following:
|
EXHIBIT
F
FORM
OF
ANNUAL CERTIFICATION
Re: The
Amended and Restated Master Interim Servicing Agreement dated as of January
1,
2006 (the “Agreement”), between Greenwich Capital Financial Products, Inc. and
GMAC Mortgage, LLC, as successor by merger to GMAC Mortgage
Corporation.
I,
_____________________________________, the _______________________ of GMAC
Mortgage, LLC, as successor by merger to GMAC Mortgage Corporation, certify
to
[the Owner], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent
that
they will rely upon this certification, that:
(1) I
have
reviewed the servicer compliance statement of the Servicer provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Servicer’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
servicing reports, officer’s certificates and other information relating to the
servicing of the Mortgage Loans by the Servicer during 200XI that were delivered
by the Servicer to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Servicer Servicing
Information”);
(2) Based
on
my knowledge, the Servicer Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Servicer Servicing Information;
(3) Based
on
my knowledge, all of the Servicer Servicing Information required to be provided
by the Servicer under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
(4) I
am
responsible for reviewing the activities performed by the Servicer as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Servicer has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Servicer and by any Subcontractor or Subservicer pursuant to
the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed to
the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
Date:
_________________________
|
GMAC
MORTGAGE, LLC, as successor by merger to GMAC MORTGAGE
CORPORATION
|
||
| |
|
|
| By: | ||
|
Name:
|
||
| Title: | ||
| 34. |
Exhibit
G
(Servicing Criteria to be Addressed in Assessment of Compliance with
Regulation AB ) shall be added in its entirety with the
following:
|
EXHIBIT
G
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE WITH REGULATION
AB
The
assessment of compliance to be delivered by [the Servicer] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the Regulation AB
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Regulation
AB Servicer’s investor records, or such other number of days specified in
the transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements.
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Regulation AB Servicer’s
obligor records maintained no more than two business days after receipt,
or such other number of days specified in the transaction agreements,
and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Regulation AB Servicer’s records regarding the mortgage loans agree with
the Regulation AB Servicer’s records with respect to an obligor’s unpaid
principal balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
[if
obligated under the transaction documents]
|
EXHIBIT
TWO
List
of Mortgage Loans
On
File
with Thacher,
Xxxxxxxx & Xxxx LLP
EXHIBIT
THREE
Servicing
Agreement
EXHIBIT
FOUR-A
Standard
File Layout - Scheduled/Scheduled
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
FOUR-B
Standard
File Layout - Delinquency Reporting
|
Standard
File Layout - Delinquency Reporting
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
EXHIBIT
FOUR-C
Standard
File Codes - Delinquency Reporting
Exhibit
: Calculation of Realized Loss/Gain Form 332- Instruction
Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
(i)
(ii)
The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1.
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
2. The
Total
Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation,
an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
3.
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and
servicing fees advanced is required.
4-12.
Complete
as applicable. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13.
The
total
of lines 1 through 12.
(iii)
Credits:
14-21.
Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney
Letter
of
Proceeds Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
23.
The
total
derived from subtracting line 22 from 13. If the amount represents a realized
gain, show
the
amount in parenthesis ( ).
Exhibit
3A: Calculation
of Realized Loss/Gain Form 332
| Prepared by: __________________ |
Date:
_______________
|
| Phone: ______________________ | Email Address:_____________________ |
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: ________________________________________________________
|
Liquidation
Type:
|
REO
Sale
|
|
3rd
Party Sale
|
|
Short
Sale
|
|
Charge
Off
|
|
Was
this loan granted a Bankruptcy deficiency or
cramdown
|
|
Yes
|
|
No
|
|||
|
If
“Yes”, provide deficiency or cramdown amount
_______________________________
|
|||||||
| Liquidation and Acquisition Expenses: | |||
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
|
Cash
for Xxxx
|
|||
|
XXX/Condo
Fees_______________________
|
________________
|
(12)
|
|
|
______________________________________
|
________________
|
(12)
|
|
|
Total
Expenses
|
$
_______________
|
(13)
|
|
|
Credits:
|
|||
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
|
|
HUD
Part A
|
________________
|
(18b)
|
|
|
HUD
Part B
|
|||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
|
_________________________________________
|
________________
|
(21)
|
|
|
Total
Credits
|
$________________
|
(22)
|
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
|
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
