RECONSTITUTION AGREEMENT
This
Reconstitution Agreement (this “Agreement”)
dated
as of June 1, 2006, is by and between Greenwich Capital Financial Products,
Inc.
(“GCFP”)
and
Xxxxxx Savings and Loan Association, F.A., as servicer (the “Servicer”
or
“Xxxxxx”)
and
acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (in such capacity,
the “Master
Servicer”)
and as
securities administrator (in such capacity, the “Securities
Administrator”)
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
Greenwich Capital Acceptance, Inc. (“GCA”),
which
in turn has conveyed the Mortgage Loans to the Trustee pursuant to a pooling
and
servicing agreement dated as of June 1, 2006 (the “Pooling
and Servicing Agreement”),
among
GCFP, GCA, the Master Servicer, in its capacity as such and as Securities
Administrator, and the Trustee, in its capacity as such and as
Custodian;
WHEREAS,
the Mortgage Loans are currently being serviced by Xxxxxx for GCFP pursuant
to a
Master Mortgage Loan Purchase and Servicing Agreement, dated as of March 1,
2004, as amended by that certain Amendment Number One, dated as of July 1,
2004,
and as amended by that certain Amendment Number Two, dated as of July 27, 2004,
and as amended by that certain Amendment Number Three, dated as of September
23,
2005, (the “Purchase
Agreement”),
between GCFP and Xxxxxx, a copy of which is annexed hereto as Exhibit
Three;
WHEREAS,
GCFP desires that Xxxxxx continue to service the Mortgage Loans and Xxxxxx
has
agreed to do so, subject to the rights of GCFP and the Trustee to terminate
the
rights and obligations of Xxxxxx hereunder as set forth herein and to the other
conditions set forth herein;
WHEREAS,
Section 24 of the Purchase Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Purchase Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Purchase
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, Xxxxxx has agreed, in Section 12 and Section 30 of the Purchase
Agreement, to enter into additional documents, instruments or agreements as
may
be reasonably necessary in connection with any “Securitization Transaction” (as
such term is defined in the Purchase Agreement) contemplated by GCFP pursuant
to
the Purchase Agreement;
WHEREAS,
Xxxxxx and GCFP agree that this Agreement shall constitute a “Reconstitution
Agreement” (as such term is defined in the Purchase Agreement) in connection
with a Securitization Transaction that 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 and the Trust Fund, and shall have
the right to terminate the rights and obligations of Xxxxxx 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 Purchase 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 11.14 of the Servicing
Addendum to the Purchase Agreement (as modified by this Agreement) the
remittance on July 18, 2006, to be made to the Trust Fund is to include all
principal collections due after June 1, 2006 (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 11.14 of the
Servicing Addendum.
Servicing
Xxxxxx
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 Purchase Agreement,
except as otherwise provided herein and on Exhibit One hereto, as of the date
hereof, and that the provisions of the Purchase 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 Rate for the Mortgage Loans shall be equal to 0.250% per annum
prior to the first Adjustment Date, and thereafter 0.375% per annum (the
“Servicing
Fee Rate”).
The
Servicing Fee shall be payable monthly from the interest portion (including
recoveries with respect to interest from Liquidation Proceeds and other
proceeds, to the extent permitted by Section 11.05 of the Servicing Addendum
to
the Purchase Agreement) of the related Monthly Payment collected by the
Servicer.
Master
Servicing; Termination of Servicer
1. Xxxxxx,
including any successor servicer hereunder, shall be subject to the supervision
of the Master Servicer, which Master Servicer shall be obligated to enforce
Xxxxxx’x obligation to service the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the Trust Fund, shall have the same rights (but not the obligations)
as the Owner to enforce the obligations of Xxxxxx under the Purchase Agreement
and unless otherwise specified in Exhibit One to this Agreement, references
to
the “Initial Purchaser” in the Purchase Agreement shall be deemed to refer to
the Master Servicer (including the Trustee and the Trust Fund on whose behalf
the Master Servicer is acting); provided,
however,
that
any obligation of the Owner to pay or reimburse Xxxxxx 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 Xxxxxx under this
Agreement upon the occurrence of an Event of Default under Section 14.01 of
the
Purchase Agreement (as modified by this Agreement). Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer or the Trustee
be
required to assume any of the obligations of the Owner under the Purchase
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.
2
Warranties
GCFP
and
Xxxxxx mutually warrant and represent that, with respect to the Mortgage Loans,
the Purchase Agreement is in full force and effect as of the date hereof 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 12 of the Purchase Agreement, Xxxxxx hereby represents and warrants,
for the benefit of GCFP, GCA, the Trustee and the Trust Fund (including the
Trustee and the Master Servicer acting on the Trust Fund’s behalf), that (i) the
representations and warranties set forth in Section 7.01 of the Purchase
Agreement are true and correct as of the Reconstitution Date as if such
representations and warranties were made on such date and (ii) the
representations and warranties set forth in Section 7.02 of the Purchase
Agreement were true and correct as of the Closing Date (as defined in the
Purchase Agreement). In addition, Xxxxxx shall make the representations and
warranties, for the benefit of GCFP, GCA, the Trustee and the Trust Fund
(including the Trustee and the Master Servicer acting on the Trust Fund’s
behalf) listed on Exhibit Five as of the Closing Date (as defined in the
Purchase Agreement)
Xxxxxx
hereby acknowledges and agrees that the remedies available to GCFP, GCA and
the
Trust Fund (including the Trustee and the Master Servicer acting on the Trust
Fund’s behalf) in connection with any breach of the representations and
warranties made by Xxxxxx 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 Section 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein). Such enforcement of
a
right or remedy by the Trustee shall have the same force and effect as if the
right or remedy had been enforced or exercised by GCFP directly.
3
Assignment
Xxxxxx
hereby acknowledges that the rights of GCFP under the Purchase Agreement as
amended by this Agreement will be assigned to GCA under a Mortgage Loan Purchase
Agreement and by GCA to the Trust Fund under the Pooling and Servicing
Agreement. In addition, the Trust Fund will make a REMIC election. Xxxxxx hereby
consents to such assignment and assumption and acknowledges the Trust Fund’s
REMIC election.
Notices
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, HarborView 2006-6
(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#:
000-000-000
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: HarborView 2006-6, 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
Attention:
HarborView 2005-14 (GC0606)
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 (HarborView 2006-6)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4
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
Xxxxxx
and GCFP agree that this Agreement is a Reconstitution Agreement executed in
connection with a Securitization Transaction and that the date hereof 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 Master Servicer and the Securities Administrator
receive the benefit of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. Xxxxxx shall
have the same obligations to the Trustee, the Master Servicer and the Securities
Administrator as if the Trustee, the Master Servicer and the Securities
Administrator were each a party to this Agreement, and the Trustee, the Master
Servicer and the Securities Administrator 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 Master Servicer and the Securities Administrator hereunder (other
than the right to indemnification) shall terminate upon termination of the
Trust
Fund pursuant to the Pooling and Servicing Agreement.
5
Executed
as of the day and year first above written.
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
XXXXXX
SAVINGS AND LOAN ASSOCIATION, F.A.
as
Servicer
By:
/s/ X.X. Xxxxxxxxxx
Name:
X.X. Xxxxxxxxxx
Title:
Executive Vice President
Director
of Secondary Marketing
Acknowledged
By
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer and Securities Administrator
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx 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
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
By:
/s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
EXHIBIT
ONE
Modifications
to the Purchase Agreement with respect to the Mortgage Loans only:
1.
|
The
following new definitions are added to Section 1 in the appropriate
alphabetical order to read as
follows:
|
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where
the related Mortgaged Property is located, which are in accordance with Xxxxxx
Mae servicing practices and procedures for MBS pool mortgages, as defined in
the
Xxxxxx Xxx Guide including future updates, the terms of the Mortgage Loan
Documents and all applicable federal, state and local legal and regulatory
requirements.
Commission:
The
United States Securities and Exchange Commission.
Credit
Score:
With
respect to any Mortgage Loan, the credit score of the related Mortgagor provided
by Fair, Xxxxx & Company, Inc. or such other organization acceptable to the
Initial Purchaser providing credit scores at the time of the origination of
such
Mortgage Loan. If two credit scores are obtained, the Credit Score shall be
the
lower of the two credit scores. If three credit scores are obtained, the Credit
Score shall be the middle of the three credit scores.
Depositor:
The
depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Xxxxxx
Xxx:
Xxxxxx
Xxx or any successor thereto.
Xxxxxx
Mae Guide:
The
Xxxxxx Xxx Servicing Guide and all amendments or additions thereto.
Xxxxxxx
Mac:
Xxxxxxx
Mac or any successor thereto.
Master
Servicer:
With
respect to any Securitization Transaction, the “master servicer”, if any,
specified by the Purchaser and identified in the related transaction
documents.
Qualified
Correspondent:
Any
Person from which the Seller purchased Mortgage Loans, provided that the
following conditions are satisfied: (i) such Mortgage Loans were originated
pursuant to an agreement between the Seller and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale
to
the Seller, in accordance with underwriting guidelines designated by the Seller
(“Designated Guidelines”) or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as
described in clause (i) above and were acquired by the Seller within 180 days
after origination; (iii) either (x) the Designated Guidelines were, at the
time
such Mortgage Loans were originated, used by the Seller in origination of
mortgage loans of the same type as the Mortgage Loans for the Seller’s own
account or (y) the Designated Guidelines were, at the time such Mortgage Loans
were underwritten, designated by the Seller on a consistent basis for use by
lenders in originating mortgage loans to be purchased by the Seller; and (iv)
the Seller employed, at the time such Mortgage Loans were acquired by the
Seller, pre-purchase or post-purchase quality assurance procedures (which may
involve, among other things, review of a sample of mortgage loans purchased
during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied
the
underwriting criteria designated by the Seller.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Securities
Act:
The
Securities Act of 1933, as amended.
Securitization
Transaction:
Any
transaction involving either (1) a sale or other transfer of some or all of
the
Mortgage Loans directly or indirectly to an issuing entity in connection with
an
issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately
placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans
consisting, in whole or in part, of some or all of the Mortgage
Loans.
Seller
Information:
As
defined in Section 13.07(a)(i)
Servicer:
As
defined in Section 13.03(iii).
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Static
Pool Information:
Static
pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
AB.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Seller or a
Subservicer.
Subservicer:
Any
Person that services Mortgage Loans on behalf of the Seller or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Seller under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of Regulation
AB.
Sub-Servicing
Agreement:
The
written contract between the Seller and a Subservicer relating to servicing
and
administration of certain Mortgage Loans as provided in Subsection 11.29 of
the
Servicing Addendum.
Tax
Service Contract:
A
transferable contract maintained for the Mortgaged Property with a tax service
provider for the purpose of obtaining current information from local taxing
authorities relating to such Mortgaged Property.
Third-Party
Originator:
Each
Person, other than a Qualified Correspondent, that originated Mortgage Loans
acquired by the Seller. A wholesale broker for the Seller shall not be deemed
for purposes of this Agreement to be a Third-Party Originator.
Underwriting
Guidelines:
The
Seller’s written underwriting guidelines in the form delivered to the Initial
Purchaser, in effect with respect to the Mortgage Loans purchased by the Initial
Purchaser on the Initial Closing Date, as amended, supplemented or modified
from
time to time thereafter with prior written notice to the Initial
Purchaser
2.
|
The
definition of “Business Day” in Section 1 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
or
the State of New York are authorized or obligated by law or executive order
to
be closed.
3.
|
The
definition of “Custodial Account” in Section 1 is hereby amended by
deleting the words “and various Mortgagors”
therein.
|
4.
|
The
definition of “FHLMC” in Section 1 is hereby deleted in its entirety and
each other reference to “FHLMC” in the Purchase Agreement is hereby
deleted and replaced with “Xxxxxxx
Mac”.
|
5.
|
The
definition of “FNMA” in Section 1 is hereby deleted in its entirety and
each other reference to “FNMA” in the Purchase Agreement is hereby deleted
and replaced with “Xxxxxx Xxx”.
|
6.
|
The
definition of “Mortgage Interest Rate” in Section 1 is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
|
7.
|
The
definition of “Opinion of Counsel” in Section 1 is hereby amended in its
entirety to read as follows:
|
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of Xxxxxx, 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 Xxxxxx, (ii) does
not have any material direct or indirect financial interest in Xxxxxx or in
any
affiliate of Xxxxxx and (iii) is not connected with Xxxxxx as an officer,
employee, director or person performing similar functions.
8.
|
The
definition of “Pass-Through Transfer” in Section 1 is hereby deleted in
its entirety and each other reference to “Pass-Through Transfer” in the
Purchase Agreement is hereby deleted and replaced with “Securitization
Transaction”.
|
9.
|
The
definition of “Qualified Insurer” in Section 1 is hereby deleted in its
entirety and replaced with the
following:
|
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in which
the Mortgaged Property is located, duly authorized and licensed in such states
to transact the applicable insurance business and to write the insurance
provided, and approved as an insurer by Xxxxxx Xxx or Xxxxxxx Mac and whose
claims paying ability is rated in the two highest rating categories by the
nationally recognized rating agencies with respect to primary mortgage insurance
and in the two highest rating categories by AM Best’s with respect to hazard and
flood insurance.
10.
|
A
new definition of “Rating Agency” is hereby added to Section 1 immediately
following the definition of “Rate/Term Refinancing” 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 Securitization
Transaction.
11.
|
A
new definition of “Relief Act Reduction” is hereby added to Section 1
immediately following the definition of “Refinanced Mortgage Loan” 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, 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.
12.
|
A
new definition of “Remittance Date” is added in Section 1 immediately
after the definition of “REMIC provisions” 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.
13.
|
A
new definition of “Sarbanes Certifying Parties” is added to Section 1
immediately before the definition of “Servicing Addendum” to read as
follows:
|
Sarbanes
Certifying Parties:
The
Depositor and the Master Servicer.
14.
|
Section
5 (Examination of Mortgage Files) is hereby amended by replacing
the words
“or the Initial Purchaser’s underwriting standards” in the third sentence
thereof with the words “(and any trade stipulations), the terms of this
Agreement or the Underwriting
Guidelines”.
|
15.
|
Subsection
6.03 (Delivery of Mortgage Loan Documents) is hereby amended by adding
the
following sentences immediately after the last sentence
thereof:
|
In
the
event the Seller cannot deliver the original recorded Mortgage or an original
policy of title insurance on the related Closing Date, the Seller shall,
promptly upon receipt thereof and in any case not later than 180 days from
the
related Closing Date, deliver such original recorded Mortgage or original policy
of title insurance, as applicable, to the Custodian. Notwithstanding the
foregoing, in the event an original Mortgage is not available or a Mortgage
Loan
for which the original Mortgage and/or the original policy of title insurance
has not been delivered, becomes subject to a Whole Loan Transfer or a
Securitization Transaction and any such transfer requires delivery of such
original documents, the Seller shall provide a copy of such Mortgage certified
by the applicable Seller, escrow agent, title insurer or closing attorney to
be
a true and complete copy of the original recorded Mortgage and/or a marked
insurance commitment, as applicable, within thirty (30) days of such
request.
16.
|
A
new Subsection 6.04 (Quality Control Procedures) is hereby added
to
Section 6 to read as follows:
|
The
Seller shall have an internal quality control program that verifies, on a
regular basis, the existence and accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions. The program shall
include evaluating and monitoring the overall quality of the Seller’s loan
production and the servicing activities of the Seller. The program is to ensure
that the Mortgage Loans are originated and serviced in accordance with Accepted
Servicing Standards and the Underwriting Guidelines; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
17.
|
Subsection
7.01 (Representations and Warranties Respecting the Seller) is hereby
amended as follows:
|
(i)
|
by
adding a new clause (xvii):
|
The
Seller has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans.
18.
|
Subsection
7.02 (Breach of Representations and Warranties Regarding Individual
Mortgage Loans) is hereby amended as
follows:
|
(i)
|
by
deleting the first sentence of clause (vii) in its entirety and replacing
it with the following:
|
All
buildings upon the Mortgaged Property are insured by a Qualified Insurer against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, pursuant to
insurance policies providing coverage in an amount not less than the greater
of
(i) the lesser of (A) 100% of the replacement cost of all improvements to the
Mortgaged Property or (B) either (x) the outstanding principal balance of the
Mortgage Loan with respect to each first lien Mortgage Loan or (y) with respect
to each second lien Mortgage Loan, the sum of the outstanding principal balance
of the related first lien mortgage loan and the outstanding principal balance
of
the second lien Mortgage Loan, or (ii) the amount necessary to avoid the
operation of any co-insurance provisions with respect to the Mortgaged Property,
and consistent with the amount that would have been required as of the date
of
origination in accordance with the Underwriting Guidelines.
(ii)
|
by
deleting the first sentence of clause (viii) in its entirety and
replacing
it with the following:
|
Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to each Mortgage Loan
at
origination or applicable, at origination, to any prepayment penalty associated
with the Mortgage Loans at origination, have been complied with.
(iii)
|
by
deleting the first sentence of clause (x) in its entirety and replacing
it
with the following:
|
The
Mortgage (including any Negative Amortization which may arise thereunder) is
a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
lien
and second priority security interest with respect to each Mortgage Loan which
is indicated by the Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c) with
respect to each Mortgage Loan which is indicated by the Seller to be a second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien
on
the Mortgaged Property; and (d) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value
or
marketability of the related Mortgaged Property.
(iv)
|
by
deleting the last sentence of clause (xii) in its entirety and replacing
it with the following sentences:
|
The
Mortgagor is a natural person or a revocable inter vivos trust that is in
compliance with Xxxxxx Mae’s requirements, or, if the Mortgaged Property is
located in Illinois, an Illinois land trust that is in compliance with Xxxxxx
Mae’s requirements. In the event that the Mortgagor is a revocable inter vivos
trust or an Illinois land trust, the Mortgage Loan is guaranteed by a natural
person or a natural person is a co-borrower under the related Mortgage
Loan.
(v)
|
by
deleting the first sentence of clause (xvi) in its entirety and replacing
it with the following:
|
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac,
issued
by a Qualified Insurer, insuring (subject to the exceptions contained in (x)(a)
and (b), and with respect to any second lien Mortgage Loan (c), above) the
Seller, its successors and assigns as to the first or second priority lien
(as
indicated on the Mortgage Loan Schedule) of the Mortgage in the original
principal amount of the Mortgage Loan (including, if the Mortgage Loan provides
for Negative Amortization, the maximum amount of Negative Amortization in
accordance with the Mortgage) and, with respect to any Adjustable Rate Mortgage
Loan, against any loss by reason of the invalidity or unenforceability of the
lien resulting from the provisions of the Mortgage providing for adjustment
in
the Mortgage Interest Rate and Monthly Payment and Negative Amortization
provisions of the Mortgage Note.
(vi)
|
by
adding the following sentence at the end of clause
(xvii):
|
With
respect to each second lien Mortgage Loan (i) the first lien mortgage loan
is in
full force and effect, (ii) there is no default, breach, violation or event
of
acceleration existing under such first lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, (iv) either (A) the first lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the second lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the first lien mortgage, (v) the related first lien mortgage
does not provide for or permit negative amortization under such first lien
Mortgage Loan, and (vi) either no consent for the Mortgage Loan is required
by
the holder of the first lien or such consent has been obtained and is contained
in the Mortgage File.
(vii)
|
by
amending clause (xxi) in its entirety to read as
follows:
|
Principal
payments on the Mortgage Loan commenced being due no more than sixty (60) days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears
interest at the Mortgage Interest Rate. With respect to each Mortgage Loan
which
is not a Negative Amortization Loan, the Mortgage Note is payable on the first
day of each month in Monthly Payments, which, in the case of a Fixed Rate
Mortgage Loan, are sufficient to fully amortize the original principal balance
over the original term thereof (other than with respect to a Mortgage Loan
identified on the related Mortgage Loan Schedule as an interest-only Mortgage
Loan during the interest-only period or a Mortgage Loan which is identified
on
the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay
interest at the related Mortgage Interest Rate, and, in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
any
case, are sufficient to fully amortize the original principal balance over
the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the
related Mortgage Interest Rate. With respect to each Negative Amortization
Mortgage Loan, the related Mortgage Note requires a Monthly Payment which is
sufficient during the period following each Payment Adjustment Date, to fully
amortize the outstanding principal balance as of the first day of such period
(including any Negative Amortization) over the then remaining term of such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that exceeds
107.5% of the amount of the Monthly Payment that was due immediately prior
to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment shall
be adjusted to fully amortize the Mortgage Loan over the remaining term. With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an
interest-only Mortgage Loan, the interest-only period shall not exceed ten
(10)
years (or such other period specified on the Mortgage Loan Schedule) and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan and to pay interest at the related
Mortgage Interest Rate. With respect to each Balloon Mortgage Loan, the Mortgage
Note requires a monthly payment which is sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest
at
the related Mortgage Interest Rate and requires a final Monthly Payment
substantially greater than the preceding monthly payment which is sufficient
to
repay the remaining unpaid principal balance of the Balloon Mortgage Loan at
the
Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is a
Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated
maturity of less than seven (7) years.
(viii)
|
by
deleting the first two (2) sentences of clause (xxii) in their entirety
and replacing them with the following two (2)
sentences:
|
The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices.
(ix)
|
by
adding the words “in the two years preceding the origination of the
Mortgage Loan” at the end of the second sentence of clause
(xxiv).
|
(x)
|
by
amending clause (xxv) in its entirety to read as
follows:
|
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated; and the Mortgage Note
and
Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx
Mac.
(xi)
|
by
deleting the first sentence of clause (xxvii) in its entirety and
replacing it with the following:
|
Except
as
set forth on the Mortgage Loan Schedule, the Mortgage File contains an appraisal
of the related Mortgaged Property which satisfied the standards of Xxxxxx Mae
and Xxxxxxx
Mac,
was on
an appraisal form acceptable to Xxxxxx Mae and Xxxxxxx Mac and was made and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or indirect
in the Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of Xxxxxx Mae and Xxxxxxx
Mac.
(xii)
|
by
amending clause (xxxiii) in its entirety to read as
follows:
|
No
Mortgage Loan had an LTV or a CLTV at origination in excess of 97%. Each
Mortgage Loan with an LTV at origination in excess of 80% is and will be subject
to a Primary Insurance Policy, issued by a Qualified Insurer, which insures
that
portion of the Mortgage Loan in excess of the portion of the Appraised Value
of
the Mortgaged Property as required by Xxxxxx Mae. With respect to any Mortgage
Loan which allows Negative Amortization, such Primary Insurance Policy contains
provisions to cover the potential Negative Amortization of such Mortgage Loan.
All provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay all
premiums and charges in connection therewith. The Mortgage Interest Rate for
the
Mortgage Loan does not include any such insurance premium. Except to the extent
specified on the Mortgage Loan Schedule, no Mortgage Loan is subject to a lender
paid primary mortgage insurance policy. The Mortgage Interest Rate specified
on
the Mortgage Loan Schedule is net of any LPMI Fee.
(xiii)
|
by
deleting the second sentence of clause (xxxvii) in its entirety and
replacing it with the following:
|
The
lien
of the Mortgage securing the consolidated principal amount is expressly insured
as having first or second (as indicated on the Mortgage Loan Schedule) lien
priority by a title insurance policy, an endorsement to the policy insuring
the
mortgagee's consolidated interest or by other title evidence acceptable to
Xxxxxx Xxx or Xxxxxxx
Mac.
(xiv)
|
by
amending clause (xlvi) in its entirety to read as
follows:
|
No
Mortgagor was required to purchase any credit insurance product (e.g., life,
mortgage, disability, accident, unemployment or health insurance product) or
debt cancellation agreement as a condition of obtaining the extension of credit.
No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
life, mortgage, disability, accident, unemployment or health insurance) or
debt
cancellation agreement in connection with the origination of the Mortgage Loan.
No proceeds from any Mortgage Loan were used to purchase single premium credit
insurance policies or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan.
(xv)
|
by
amending clause (li) in its entirety to read as
follows:
|
The
Mortgage Loan was not prepaid in full prior to the Closing Date.
(xvi)
|
by
amending clause (liv) in its entirety to read as
follows:
|
As
of the
related Closing Date, each Mortgage Loan is eligible for sale in the secondary
market or for inclusion in a Securitization Transaction.
(xvii)
|
by
amending clause (lvi) in its entirety to read as
follows:
|
Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
does not extend beyond five (5) years after the date of origination. For any
Mortgage Loan originated on or following October 1, 2002 that is subject to
a
Prepayment Charge, such Prepayment Charge does not extend beyond three (3)
years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed
to
such premium in exchange for a monetary benefit, including but not limited
to a
rate or fee reduction, (ii) if required by law, prior to the Mortgage Loan's
origination, the Mortgagor was offered the option of obtaining a Mortgage Loan
that did not require payment of such a premium, (iii) the prepayment premium
is
disclosed to the Mortgagor in the loan documents pursuant to applicable law,
and
(iv) notwithstanding any state or federal law to the contrary, the Seller shall
not impose such Prepayment Charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments.
(xviii)
|
by
replacing “property in question” with the words “Mortgaged Property” in
the first sentence of clause
(lvii).
|
(xix)
|
by
amending clause (lxii) in its entirety to read as
follows:
|
All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Borrower in accordance with applicable state and federal laws and
regulations. No related Borrower was charged “points and fees” (whether or not
financed) in an amount greater than (a) $1,000 or (b) 5% of the principal amount
of such loan, whichever is greater, such 5% limitation is calculated in
accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in
the Xxxxxx Xxx Guides. For purposes of this representation, “points and fees”
(a) include origination, underwriting, broker and finder’s fees and other
charges that the lender imposed as a condition of making the loan, whether
they
are paid to the lender or a third party, and (b) exclude bona fide discount
points, fees paid for actual services rendered in connection with the
origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections); the cost of
mortgage insurance or credit-risk price adjustments; the costs of title, hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges that, in total, do not exceed 0.25 percent of
the
loan amount. All points, fees and charges (including finance charges) and
whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Mortgage Loan were disclosed in
writing to the related Mortgagor in accordance with applicable state and federal
laws and regulations.
19.
|
Subsection
7.03 (Remedies for Breach of Representations and Warranties) is hereby
amended as follows:
|
(ii)
|
by
adding the words “(from its own funds)” to the first sentence of the sixth
paragraph after the word
“indemnify;”
|
(iii)
|
by
replacing the words “the Initial Purchaser and any subsequent Purchaser
and hold each Purchaser” at the beginning of the second line of the sixth
paragraph with “GCFP, the Depositor, the Trustee, the Master Servicer and
the Trust Fund and hold each of
them;”
|
(iv)
|
by
replacing each of the references to “the Initial Purchaser and any
subsequent Purchaser” in the last sentence of the sixth paragraph with
“GCFP, the Depositor, the Trustee, the Master Servicer and the Trust
Fund;” and
|
(v)
|
by
replacing each of the references to “the Purchaser” in the seventh
paragraph of Section 7.03 with “GCFP, the Depositor, the Master Servicer
or the Trustee.”
|
20.
|
Section
11 (Seller’s Servicing Obligations) is hereby amended by adding the words
“, directly or through one or more Subservicers,” immediately after the
words “Preliminary Servicing Period” on the third line
thereof.
|
21.
|
Section
11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby
amended as follows:
|
(i)
|
by
adding the words “Accepted Servicing Practices and” immediately following
the word “with” in the second line
thereof;
|
(ii)
|
by
adding the following proviso at the end of the first paragraph to
read as
follows:
|
provided,
however,
that
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.
(iii)
|
by
adding the following additional proviso at the end of the first sentence
of the second paragraph to read as
follows:
|
;
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
11.05 of the Servicing Addendum. 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.
(iv)
|
by
adding a new paragraph immediately after the last paragraph thereof
to
read as follows:
|
The
Seller will furnish, with respect to each Mortgage Loan, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information on its borrower credit files to Equifax, Experian, and
Trans Union Credit Information Company, on a monthly basis.
22.
|
Section
11.02 of the Servicing Addendum (Collection of Mortgage Loan Payments)
is
hereby amended by adding a new paragraph immediately following the
first
paragraph thereof to read as
follows:
|
The
Seller shall not waive any Prepayment Charge with respect to any Mortgage Loan
which contains a Prepayment Charge which prepays during the term of the charge.
If the Seller fails to collect the Prepayment Charge upon any prepayment of
any
Mortgage Loan which contains a Prepayment Charge, the Seller shall pay the
Purchaser at such time (by deposit to the Custodial Account) an amount equal
to
amount of the Prepayment Charge which was not collected. Notwithstanding the
above, the Seller may waive (and shall waive, in the case of (v) below) a
Prepayment Charge without paying the Purchaser the amount of the Prepayment
Charge (i) if the Mortgage Loan is in default (defined as 61 days or more
delinquent) and such waiver would maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related Mortgage Loan,
(ii) if the prepayment is not a result of a refinancing by the Seller or any
of
its affiliates and the Mortgage Loan is foreseen to be in default and such
waiver would maximize recovery of total proceeds taking into account the value
of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection
of the Prepayment Charge would be in violation of applicable laws, (iv) if
the
collection of such Prepayment Charge would be considered “predatory” pursuant to
written guidance published or issued by any applicable federal, state or local
regulatory authority acting in its official capacity and having jurisdiction
over such matters and (v) notwithstanding any state or federal law to the
contrary, any instance when a Mortgage Loan is in foreclosure. The Seller hereby
acknowledges that for the purposes of the preceding sentence, (i) the law
applicable to the enforcement of prepayment penalties and charges is the law
applicable to the related originator of the Mortgage Loans and (ii) state laws
prohibiting or limiting prepayment penalties or charges are preempted and
thereby inapplicable if the related originator of the mortgage loans is a
federal association or federal bank or an operating subsidiary of such
institution. In the event the Seller determines that (i) the foregoing
acknowledgement is no longer accurate and (ii) applicable state law would
prevent it from fully enforcing prepayment penalties or charges, the Seller
shall (i) provide prompt notice to such effect to the Purchaser and (ii) provide
a written opinion of counsel from a nationally recognized law firm experienced
in regulatory matters concluding that fully enforcing prepayment penalties
or
charges would violate applicable law.
23.
|
Section
11.03 of the Servicing Addendum (Realization Upon Defaulted Mortgage
Loans) is hereby amended by deleting the following proviso, “provided that
prior to commencing foreclosure proceedings.” in the fifth sentence of the
first paragraph.
|
24.
|
Section
11.04 of the Servicing Addendum (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended by adding the words
“,
entitled “ in trust for the Holders of Harborview Mortgage Loan Trust,
Mortgage Loan Pass-Through Certificates, Series 2006-6” at the end of the
first sentence of the first
paragraph.
|
25.
|
Section
11.05 of the Servicing Addendum (Permitted Withdrawals From the Custodial
Account) is hereby amended by adding a new subclause (ix) to read
as
follows:
|
(ix)
to
reimburse itself for unreimbursed Servicing Advances to the extent that such
amounts are nonrecoverable by the Servicer pursuant to subclause
(iii) above;
26.
|
Section
11.06 of the Servicing Addendum (Establishment of Escrow Accounts;
Deposits in Escrow Accounts) is hereby amended by adding the words
“,
entitled “in trust for the Holders of Harborview Mortgage Loan Trust,
Mortgage Loan Pass-Through Certificates, Series 2006-6 and various
mortgagors”” at the end of the first sentence of the first
paragraph.
|
27.
|
Section
11.13 of the Servicing Addendum (Title, Management and Disposition
of REO
Property) is hereby amended by deleting the last sentence of the
second
paragraph thereof in its entirety and replacing it with the
following:
|
Notwithstanding
the foregoing, if a REMIC election is made with respect to the arrangement
under
which the Mortgage Loans and the REO Property are held, such REO Property shall
be disposed of before the close of the third taxable year following the taxable
year in which the Mortgage Loan became an REO Property, unless the Seller
provides to the trustee under such REMIC an opinion of counsel to the effect
that the holding of such REO Property subsequent to the close of the third
taxable year following the taxable year in which the Mortgage Loan became an
REO
Property, will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code, or cause the transaction
to fail to qualify as a REMIC at any time that certificates are outstanding.
Seller shall manage, conserve, protect and operate each such REO Property for
the certificateholders solely for the purpose of its prompt disposition and
sale
in a manner which does not cause such property to fail to qualify as
"foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code,
or any "net income from foreclosure property" which is subject to taxation
under
the REMIC provisions of the Code. Pursuant to its efforts to sell such property,
the Seller shall either itself or through an agent selected by Seller, protect
and conserve such property in the same manner and to such an extent as is
customary in the locality where such property is located. Additionally, Seller
shall perform the tax withholding and reporting related to Sections 1445 and
6050J of the Code.
28.
|
Section
11.14 of the Servicing Addendum (Distributions) is hereby amended
by
deleting the words “the second Business Day following” in the first
sentence of the third paragraph and by deleting the word “second” in the
second sentence of the third
paragraph.
|
29.
|
Section
11.15 of the Servicing Addendum (Remittance Reports) is hereby amended
in
its entirety to read as follows:
|
Section
11.15 Statements
to Master Servicer.
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately succeeding Business Day), 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
Twelve
(excluding the borrower’s name) or in such 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. In addition, no later than the
close of business New York time on the tenth Business Day prior to such
Distribution Date, the Servicer shall deliver or cause to be delivered to the
Master Servicer in addition to the information provided in Exhibit
Twelve
(excluding the borrower’s name), such other loan-level information reasonably
available to it with respect to the Mortgage Loans as the Master Servicer may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 5.01 of the Pooling and Servicing
Agreement. Upon request by the Master Servicer, the Servicer shall provide
or
cause to be provided to the Master Servicer any additional information,
including the borrower’s name.
30.
|
Section
11.22 of the Servicing Addendum (Servicing Compensation) is hereby
amended
by adding a new sentence immediately following the second sentence
thereof
to read as follows:
|
The
Seller shall not be permitted to retain any portion of the Prepayment Charges
collected on the Mortgage Loans, which Prepayment Charges shall be remitted
to
the Purchaser.
31.
|
Section
11.25 of the Servicing Addendum (Independent Public Accountants’ Servicing
Report) is hereby amended as
follows:
|
(i)
|
by
replacing the references to “Purchaser” with “Sarbanes Certifying
Parties”
|
(ii)
|
by
replacing “Not later than 90 days following the end of each fiscal year
of” with “On or before February 28 of each year, beginning with February
28, 2006”
|
(iii)
|
by
adding the following new paragraph after the first paragraph to read
as
follows:
|
Any
Annual Independent Public Accountant's Report furnished pursuant to this Section
11.25 shall be in such form as shall permit such report to be filed with the
Securities and Exchange Commission as part of the Depositor’s annual report on
Form 10-K filed pursuant to the Securities Exchange Act of 1934, as amended,
and
no such Annual Independent Public Accountant's Report shall contain any language
restricting, limiting or prohibiting such use of such report.
32.
|
Section
11.26 of the Servicing Addendum (Annual Statement as to Compliance)
is
hereby amended:
|
(i)
|
By
amending in its entirety subclause (a) to read as
follows:
|
(a)
The
Seller will deliver to any Sarbanes Certifying Parties on or before February
28
of each year, beginning with February 28, 2006 an Officer’s Certificate (the
“Annual Statement of Compliance”) stating that (i) a review of the activities of
the Seller during the preceding calendar year and of performance under this
Agreement has been made under such officer’s supervision, (ii) the Seller has
fully complied with the servicing provisions of this Agreement and (iii) to
the
best of such officers’ knowledge, based on such review, the Seller has fulfilled
all of its obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such officer and the nature and status
thereof.
(ii)
|
by
replacing the references to the “Initial Purchaser” in subsection (b) with
“the Trust Fund, the Trustee, the Master Servicer and the Depositor.”
|
33.
|
New
Sections 11.30 (Sub-Servicing Agreements Between the Seller and
Subservicers), 11.31 (Successor Subservicers), 11.32 (No Contractual
Relationship Between Subservicer and Purchaser) and 11.33 (Assumption
or
Termination of Sub-Servicing
|
Agreement
by Successor Servicer) are hereby added to the Servicing Addendum to read as
follows:
Section
11.30 (Sub-Servicing Agreements Between the Seller and
Subservicers).
The
Seller, as servicer, may arrange for the subservicing of any Mortgage Loan
by a
Subservicer pursuant to a Sub-Servicing Agreement; provided that such
sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated hereunder. Each Subservicer shall
be (i) authorized to transact business in the state or states where the related
Mortgaged Properties it is to service are situated, if and to the extent
required by law applicable to the Subservicer to enable the Subservicer to
perform its obligations hereunder and under the Sub-Servicing Agreement and
(ii)
a Xxxxxxx Mac or Xxxxxx Xxx approved mortgage servicer. Notwithstanding the
provisions of any Sub-Servicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Seller or a
Subservicer or reference to actions taken through the Seller or otherwise,
the
Seller shall remain obligated and liable to the Purchaser and its successors
and
assigns for the servicing and administration of the Mortgage Loans in accordance
with the provisions of this Agreement without diminution of such obligation
or
liability by virtue of such Sub-Servicing Agreements or arrangements or by
virtue of indemnification from the Subservicer and to the same extent and under
the same terms and conditions as if the Seller alone were servicing and
administering the Mortgage Loans. Every Sub-Servicing Agreement entered into
by
the Seller shall contain a provision giving the successor servicer the option
to
terminate such agreement in the event a successor servicer is appointed. All
actions of each Subservicer performed pursuant to the related Sub-Servicing
Agreement shall be performed as an agent of the Seller with the same force
and
effect as if performed directly by the Seller.
For
purposes of this Agreement, the Seller shall be deemed to have received any
collections, recoveries or payments with respect to the Mortgage Loans that
are
received by a Subservicer regardless of whether such payments are remitted
by
the Subservicer to the Seller.
Section
11.31 (Successor Subservicers).
Any
Sub-Servicing Agreement shall provide that the Seller shall be entitled to
terminate any Sub-Servicing Agreement and to either itself directly service
the
related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor
Subservicer which qualifies under Subsection 11.30. Any Sub-Servicing Agreement
shall include the provision that such agreement may be immediately terminated
by
any successor to the Seller without fee, in accordance with the terms of this
Agreement, in the event that the Seller (or any successor to the Seller) shall,
for any reason, no longer be the servicer of the related Mortgage Loans
(including termination due to an Event of Default).
Section
11.32 (No Contractual Relationship Between Subservicer and
Purchaser).
Any
Sub-Servicing Agreement and any other transactions or services relating to
the
Mortgage Loans involving a Subservicer shall be deemed to be between the
Subservicer and the Seller alone and the Purchaser shall not be deemed a party
thereto and shall have no claims, rights, obligations, duties or liabilities
with respect to any Subservicer except as set forth in Subsection
11.27.
Section
11.33 (Assumption or Termination of Sub-Servicing Agreement by Successor
Servicer).
In
connection with the assumption of the responsibilities, duties and liabilities
and of the authority, power and rights of the Seller hereunder by a successor
servicer pursuant to Section 16 of this Agreement, it is understood and agreed
that the Seller’s rights and obligations under any Sub-Servicing Agreement then
in force between the Seller and a Subservicer shall be assumed simultaneously
by
such successor servicer without act or deed on the part of such successor
servicer; provided, however, that any successor servicer may terminate the
Subservicer.
The
Seller shall, upon the reasonable request of the Purchaser, but at its own
expense, deliver to the assuming party documents and records relating to each
Sub-Servicing Agreement and an accounting of amounts collected and held by
it
and otherwise use its best efforts to effect the orderly and efficient transfer
of the Sub-Servicing Agreements to the assuming party.
34.
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Subsection
13.01 (Additional Indemnification by the Seller) is hereby amended
as
follows:
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(i)
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by
replacing the reference to “the Initial Purchaser and any subsequent
Purchaser” with “the Trust Fund, the Trustee, the Master Servicer and the
Depositor.”
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(ii)
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by
replacing the reference to “the Initial Purchaser or any subsequent
Purchaser” with “the Trust Fund, the Trustee, the Master Servicer, the
Depositor and each successor in interest.”
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(iii)
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by
replacing the reference to “each Purchaser” with “the Trust Fund, the
Trustee, the Master Servicer and the Depositor.”
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35.
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Subsection
14.01 (Events of Default) is hereby amended as
follows:
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(i)
|
by
adding the words “subject to clause (ix) of this Section 14.01,” at the
beginning of clause (ii);
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(ii)
|
by
adding the words “or under Sections 33.04 or 33.05” after “Addendum” in
clause (ix); and
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(iii)
|
by
adding the words “within the applicable cure period” after the word
“remedied” in the second line after clause (ix).
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36.
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Section
16 (Successor to the Seller) is hereby amended as
follows:
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(i)
|
by
replacing the words “Prior to” with “Upon” at the beginning of the first
sentence of the first paragraph;
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(ii)
|
by
replacing the reference to “Sections 12, 14 or 15” with “Sections 14 or
15” in the second line of the first
paragraph;
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(iii)
|
by
adding the following new sentence immediately after the first sentence
of
the first paragraph to read as
follows:
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Any
successor to the Servicer shall be a Xxxxxxx Mac- or Xxxxxx Mae-approved
servicer and shall be subject to the approval of each Rating Agency, as
evidenced by a letter from each such Rating Agency delivered to the Master
Servicer that the transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of the
Certificates.
(iv)
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by
adding the following proviso at the end of the second sentence of
the
first paragraph immediately before the period to read as
follows:
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;
provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement.
(v)
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by
adding the following new paragraph as the fourth paragraph to read
as
follows:
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Except
as
otherwise provided in this Section 16, all reasonable costs and expenses
incurred in connection with any transfer of servicing hereunder (as a result
of
termination for cause under Section 14.01 or resignation of the Servicer),
including, without limitation, the costs and expenses of the Master Servicer
or
any other Person in appointing a successor servicer, or of the Master Servicer
in assuming the responsibilities of the Servicer hereunder, or of transferring
the Servicing Files and the other necessary data, including the completion,
correction or manipulation of such servicing data as may be required to correct
any errors or insufficiencies in the servicing data, to the successor servicer
shall be paid by the terminated or resigning Servicer from its own funds without
reimbursement.
37.
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Section
24 (Successors and Assigns) is hereby amended as
follows:
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(i)
|
by
replacing the last sentence with “This Agreement shall not be assigned,
pledged or hypothecated by the Seller to a third party without the
prior
written consent of GCFP, the Master Servicer and each Rating Agency,
which
consent shall not be unreasonably withheld” at the end of the
paragraph.
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38.
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A
new Section 32 (Amendment) is hereby added to the Purchase Agreement
to
read as follows:
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This
Agreement may be amended only by written agreement signed by the Seller,
GCFP
and the Master Servicer. The party requesting such amendment shall, at its
own
expense, provide the Master Servicer with an Opinion of Counsel that (i) such
amendment is permitted under the terms of this Agreement, (ii) the Seller 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.
39.
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A
new Section 33 (Compliance with Regulation AB) is hereby added to
the
Purchase Agreement to read as
follows:
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Section
33 (Compliance with Regulation AB)
Subsection
33.01. Intent
of
the Parties; Reasonableness.
The
Purchaser and the Seller acknowledge and agree that the purpose of Section
33 of
this Agreement is to facilitate compliance by the Purchaser and any Depositor
with the provisions of Regulation AB and related rules and regulations of the
Commission.
Neither
the Purchaser nor any Depositor shall exercise its right to request delivery
of
information or other performance under these provisions other than in good
faith, or for purposes other than compliance with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder. The
Seller acknowledges that interpretations of the requirements of Regulation
AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
reasonable requests made by the Purchaser, any Master Servicer or any Depositor
in good faith for delivery of information under these provisions on the basis
of
evolving interpretations of Regulation AB. In connection with any Securitization
Transaction, the Seller shall cooperate fully with the Purchaser and the Master
Servicer to deliver to the Purchaser and the Master Servicer (including any
of
their assignees or designees) and any Depositor, any and all statements,
reports, certifications, records and any other information reasonably believed
to be necessary in the good faith determination of the Purchaser, the Master
Servicer or any Depositor to permit the Purchaser, the Master Servicer or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Seller, any Subservicer, any Third-Party Originator
and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably
believed by the Purchaser or any Depositor to be necessary in order to effect
such compliance.
The
Purchaser (including any of its assignees or designees) shall cooperate with
the
Seller by providing timely notice of requests for information under these
provisions and by reasonably limiting such requests to information required,
in
the Purchaser’s reasonable judgment, to comply with Regulation AB.
Subsection
33.02. Additional
Representations and Warranties of the Seller.
(i)
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The
Seller shall be deemed to represent to the Purchaser, to any Master
Servicer and to any Depositor, as of the date on which information
is
first provided to the Purchaser, any Master Servicer or any Depositor
under Subsection 33.03 that, except as disclosed in writing to the
Purchaser, such Master Servicer or such Depositor prior to such date:
(i)
the Seller is not aware and has not received notice that any default,
early amortization or other performance triggering event has occurred
as
to any other securitization due to any act or failure to act of the
Seller; (ii) the Seller has not been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing
default or to application of a servicing performance test or trigger;
(iii) no material noncompliance with the applicable servicing criteria
with respect to other securitizations of residential mortgage loans
involving the Seller as servicer has been disclosed or reported by
the
Seller; (iv) no material adverse changes to the Seller’s policies or
procedures with respect to the servicing function it will perform
under
this Agreement and any Reconstitution Agreement for mortgage loans
of a
type similar to the Mortgage Loans have occurred during the three-year
period immediately preceding the related Securitization Transaction;
(v)
there are no aspects of the Seller’s financial condition that could have a
material adverse effect on the performance by the Seller of its servicing
obligations under this Agreement or any Reconstitution Agreement;
(vi)
there are no material legal or governmental proceedings pending (or
known
to be contemplated) against the Seller, any Subservicer or any Third-Party
Originator; and (vii) there are no affiliations, relationships or
transactions relating to the Seller, any Subservicer or any Third-Party
Originator with respect to any Securitization Transaction and any
party
thereto identified by the related Depositor of a type described in
Item
1119 of Regulation AB.
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(ii)
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If
so requested by the Purchaser, any Master Servicer or any Depositor
on any
date following the date on which information is first provided to
the
Purchaser, any Master Servicer or any Depositor under Subsection
33.03,
the Seller shall, within five Business Days following such request,
confirm in writing the accuracy of the representations and warranties
set
forth in paragraph (i) of this Subsection or, if any such representation
and warranty is not accurate as of the date of such request, provide
reasonably adequate disclosure of the pertinent facts, in writing,
to the
requesting party.
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Subsection
33.03. Information
to Be Provided by the Seller.
In
connection with any Securitization Transaction the Seller shall (i) within
five
Business Days following request by the Purchaser or any Depositor, provide
to
the Purchaser and such Depositor (or, as applicable, cause each Third-Party
Originator and each Subservicer to provide), in writing and in form and
substance reasonably satisfactory to the Purchaser and such Depositor, the
information and materials specified in paragraphs (i), (ii), (iii) and (vi)
of
this Subsection, and (ii) as promptly as practicable following notice to or
discovery by the Seller, provide to the Purchaser and any Depositor (in writing
and in form and substance reasonably satisfactory to the Purchaser and such
Depositor) the information specified in paragraph (iv) of this
Subsection.
(i)
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If
so requested by the Purchaser or any Depositor, the Seller shall
provide
such information regarding (i) the Seller, as originator of the Mortgage
Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent), or (ii) each Third-Party Originator, and (iii) as
applicable, each Subservicer, as is requested for the purpose of
compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation
AB. Such information shall include, at a
minimum:
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(a)
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the
originator’s form of organization;
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(b) a
description of the originator’s origination program and how long the originator
has been engaged in originating residential mortgage loans, which description
shall include a discussion of the originator’s experience in originating
mortgage loans of a similar type as the Mortgage Loans; information regarding
the size and composition of the originator’s origination portfolio; and
information that may be material, in the good faith judgment of the Purchaser
or
any Depositor, to an analysis of the performance of the Mortgage Loans,
including the originators’ credit-granting or underwriting criteria for mortgage
loans of similar type(s) as the Mortgage Loans and such other information as
the
Purchaser or any Depositor may reasonably request for the purpose of compliance
with Item 1110(b)(2) of Regulation AB;
(c) a
description of any material legal or governmental proceedings pending (or known
to be contemplated) against the Seller, each Third-Party Originator and each
Subservicer; and
(d) a
description of any affiliation or relationship between the Seller, each
Third-Party Originator, each Subservicer and any of the following parties to
a
Securitization Transaction, as such parties are identified to the Seller by
the
Purchaser or any Depositor in writing in advance of such Securitization
Transaction:
(1) the
sponsor;
(2) the
depositor;
(3) the
issuing entity;
(4) any
servicer;
(5) any
trustee;
(6) any
originator;
(7) any
significant obligor;
(8) any
enhancement or support provider; and
(9) any
other
material transaction party.
(ii)
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If
so requested by the Purchaser or any Depositor, the Seller shall
provide
(or, as applicable, cause each Third-Party Originator to provide)
Static
Pool Information with respect to the mortgage loans (of a similar
type as
the Mortgage Loans, as reasonably identified by the Purchaser as
provided
below) originated by (i) the Seller, if the Seller is an originator
of
Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such
Static Pool Information shall be prepared by the Seller (or Third-Party
Originator) on the basis of its reasonable, good faith interpretation
of
the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the
extent
that there is reasonably available to the Seller (or Third-Party
Originator) Static Pool Information with respect to more than one
mortgage
loan type, the Purchaser or any Depositor shall be entitled to specify
whether some or all of such information shall be provided pursuant
to this
paragraph. The content of such Static Pool Information may be in
the form
customarily provided by the Seller, and need not be customized for
the
Purchaser or any Depositor. Such Static Pool Information for each
vintage
origination year or prior securitized pool, as applicable, shall
be
presented in increments no less frequently than quarterly over the
life of
the mortgage loans included in the vintage origination year or prior
securitized pool. The most recent periodic increment must be as of
a date
no later than 325 days prior to the date of the prospectus or other
offering document in which the Static Pool Information is to be included
or incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record
of the
information provided, such as a portable document format (pdf) file,
or
other such electronic format reasonably required by the Purchaser
or the
Depositor, as applicable.
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Promptly
following notice or discovery of a material error in Static Pool Information
provided pursuant to the immediately preceding paragraph (including an omission
to include therein information required to be provided pursuant to such
paragraph), the Seller shall provide corrected Static Pool Information to the
Purchaser or any Depositor, as applicable, in the same format in which Static
Pool Information was previously provided to such party by the
Seller.
If
so
requested by the Purchaser or any Depositor, the Seller shall provide (or,
as
applicable, cause each Third-Party Originator to provide), at the expense of
the
requesting party (to the extent of any additional incremental expense associated
with delivery pursuant to this Agreement), such agreed-upon procedures letters
of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to
prior securitized pools for securitizations closed on or after January 1, 2006
or, in the case of Static Pool Information with respect to the Seller’s or
Third-Party Originator’s originations or purchases, to calendar months
commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably
request. Such letters shall be addressed to and be for the benefit of such
parties as the Purchaser or such Depositor shall designate, which may include,
by way of example, any Sponsor, any Depositor and any broker dealer acting
as
underwriter, placement agent or initial purchaser with respect to a
Securitization Transaction. Any such statement or letter may take the form
of a
standard, generally applicable document accompanied by a reliance letter
authorizing reliance by the addressees designated by the Purchaser or such
Depositor.
(iii)
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If
so requested by the Purchaser or any Depositor, the Seller shall
provide
such information regarding the Seller, as servicer of the Mortgage
Loans,
and each Subservicer (each of the Seller and each Subservicer, for
purposes of this paragraph, a “Servicer”), as is requested for the purpose
of compliance with Items 1108, 1117 and 1119 of Regulation AB. Such
information shall include, at a
minimum:
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(a)
the
Servicer’s form of organization;
(b) a
description of how long the Servicer has been servicing residential mortgage
loans; a general discussion of the Servicer’s experience in servicing assets of
any type as well as a more detailed discussion of the Servicer’s experience in,
and procedures for, the servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding the size, composition
and growth of the Servicer’s portfolio of residential mortgage loans of a type
similar to the Mortgage Loans and information on factors related to the Servicer
that may be material, in the good faith judgment of the Purchaser or any
Depositor, to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including, without
limitation:
1. whether
any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving the Servicer have defaulted or experienced an early amortization
or other performance triggering event because of servicing during the three-year
period immediately preceding the related Securitization
Transaction;
2. the
extent of outsourcing the Servicer utilizes;
3. whether
there has been previous disclosure of material noncompliance with the applicable
servicing criteria with respect to other securitizations of residential mortgage
loans involving the Servicer as a servicer during the three-year period
immediately preceding the related Securitization Transaction and which is
required to be disclosed for Regulation AB purposes;
4. whether
the Servicer has been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger; and
5. such
other information as the Purchaser or any Depositor may reasonably request
for
the purpose of compliance with Item 1108(b)(2) of Regulation AB;
(c) a
description of any material changes during the three-year period immediately
preceding the related Securitization Transaction to the Servicer’s policies or
procedures with respect to the servicing function it will perform under this
Agreement and any Reconstitution Agreements for mortgage loans of a type similar
to the Mortgage Loans;
(d) information
regarding the Servicer’s financial condition, to the extent that there is a
material risk that an adverse financial event or circumstance involving the
Servicer could have a material adverse effect on the performance by the Seller
of its servicing obligations under this Agreement or any Reconstitution
Agreement;
(e) information
regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
overall servicing portfolio of residential mortgage loans for the three-year
period immediately preceding the related Securitization Transaction, which
may
be limited to a statement by an authorized officer of the Servicer to the effect
that the Servicer has made all advances required to be made on residential
mortgage loans serviced by it during such period, or, if such statement would
not be accurate, information regarding the percentage and type of advances
not
made as required, and the reasons for such failure to advance;
(f) a
description of the Servicer’s processes and procedures designed to address any
special or unique factors involved in servicing loans of a similar type as
the
Mortgage Loans;
(g) a
description of the Servicer’s processes for handling delinquencies, losses,
bankruptcies and recoveries, such as through liquidation of mortgaged
properties, sale of defaulted mortgage loans or workouts;
(h) information
as to how the Servicer defines or determines delinquencies and charge-offs,
including the effect of any grace period, re-aging, restructuring, partial
payments considered current or other practices with respect to delinquency
and
loss experience;
(i) a
description of any material legal or governmental proceedings pending (or known
to be contemplated) against the Servicer; and
(j) a
description of any affiliation or relationship between the Servicer and any
of
the following parties to a Securitization Transaction, as such parties are
identified to the Servicer by the Purchaser or any Depositor in writing in
advance of such Securitization Transaction:
(1) the
sponsor;
(2) the
depositor;
(3) the
issuing entity;
(4) any
servicer;
(5) any
trustee;
(6) any
originator;
(7) any
significant obligor;
(8) any
enhancement or support provider; and
(9) any
other
material transaction party.
(iv)
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For
the purpose of satisfying the reporting obligation under the Exchange
Act
with respect to any class of asset-backed securities, the Seller
shall (or
shall cause each Subservicer and Third-Party Originator to) (i) provide
prompt notice to the Purchaser, any Master Servicer and any Depositor
in
writing of (A) any material litigation or governmental proceedings
involving the Seller, any Subservicer or any Third-Party Originator,
(B)
any affiliations or relationships that develop following the closing
date
of a Securitization Transaction between the Seller, any Subservicer
or any
Third-Party Originator and any of the parties specified in clause
(d) of
paragraph (i) of this Subsection (and any other parties identified
in
writing by the requesting party) with respect to such Securitization
Transaction, (C) any Event of Default under the terms of this Agreement
or
any Reconstitution Agreement, (D) any merger, consolidation or sale
of
substantially all of the assets of the Seller, and (E) the Seller’s entry
into an agreement with a Subservicer or Subcontractor to perform
or assist
in the performance of any of the Servicer’s obligations under this
Agreement or any Reconstitution Agreement and (ii) provide to the
Purchaser and any Depositor a description of such proceedings,
affiliations or relationships.
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(v)
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As
a condition to the succession to the Seller or any Subservicer as
servicer
or subservicer under this Agreement or any Reconstitution Agreement
by any
Person (i) into which the Seller or such Subservicer may be merged
or
consolidated, or (ii) which may be appointed as a successor to the
Seller
or any Subservicer, the Seller shall provide to the Purchaser, the
Master
Servicer and any Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice
to
the Purchaser and any Depositor of such succession or appointment
and (y)
in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, all information reasonably requested
by the
Purchaser or any Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class
of
asset-backed securities.
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(vi)
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In
addition to such information as the Seller, as servicer, is obligated
to
provide pursuant to other provisions of this Agreement, if so requested
by
the Purchaser or any Depositor, the Seller shall provide such additional
information as such party may reasonably request, including evidence
of
the authorization of the person signing any certification or statement,
audited financial information and reports, and such other information
related to the Seller or any Subservicer or the Seller or such
Subservicer’s performance hereunder and such information reasonably
available to Seller regarding the performance or servicing of the
Mortgage
Loans as is reasonably required to facilitate preparation of distribution
reports in accordance with Item 1121 of Regulation AB. Such information
shall be provided concurrently with the monthly reports otherwise
required
to be delivered by the servicer under this Agreement, commencing
with the
first such report due not less than ten Business Days following such
request.
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(vii)
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In
addition to such information as the Seller, as servicer, is obligated
to
provide pursuant to other provisions of this Agreement, not later
than ten
days prior to the deadline for the filing of any distribution report
on
Form 10-D in respect of any Securitization Transaction that includes
any
of the Mortgage Loans serviced by the Seller or any Subservicer,
the
Seller or such Subservicer, as applicable, shall provide to the party
responsible for filing such report (including, if applicable, the
Master
Servicer) notice of the occurrence of any of the following events
along
with all information, data, and materials related thereto as may
be
required to be included in the related distribution report on Form
10-D
(as specified in the provisions of Regulation AB referenced
below):
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(a) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(b) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(c) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
(viii)
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The
Seller shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity
Bond
Insurance and Errors and Omission Insurance policy, audited financial
information and reports, and such other information related to the
Seller
or any Subservicer or the Seller or such Subservicer’s performance
hereunder as may be reasonably requested by the Purchaser, any Master
Servicer or any Depositor.
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Subsection
33.04. Servicer
Compliance Statement.
On
or
before March 1 of each calendar year, commencing in 2007, the Seller shall
deliver to the Purchaser, the Certificate Insurer and the Master Servicer and
any Depositor a statement of compliance addressed to the Purchaser, the Master
Servicer and such Depositor and signed by an authorized officer of the Seller,
to the effect that (i) a review of the Seller’s activities during the
immediately preceding calendar year (or applicable portion thereof) and of
its
performance under this Agreement and any applicable Reconstitution Agreement
during such period has been made under such officer’s supervision, and (ii) to
the best of such officers’ knowledge, based on such review, the Seller has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar
year
(or applicable portion thereof) or, if there has been a failure to fulfill
any
such obligation in any material respect, specifically identifying each such
failure known to such officer and the nature and the status
thereof.
Subsection
33.05. Report
on
Assessment of Compliance and Attestation.
(i)
|
On
or before March 1 of each calendar year, commencing in 2007, the
Seller
shall:
|
(1) deliver
to the Purchaser, any Master Servicer and any Depositor a report (in form and
substance reasonably satisfactory to the Purchaser, such Master Servicer and
such Depositor) regarding the Seller’s assessment of compliance with the
Servicing Criteria during the immediately preceding calendar year, as required
under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. Such report shall be addressed to the Purchaser, such Master Servicer and
such Depositor and signed by an authorized officer of the Seller, and shall
address each of the Servicing Criteria specified on a certification
substantially in the form of Exhibit 14 hereto delivered to the Purchaser
concurrently with the execution of this Agreement;
(2) deliver
to the Purchaser, any Master Servicer and any Depositor a report of a registered
public accounting firm reasonably acceptable to the Purchaser, such Master
Servicer and such Depositor that attests to, and reports on, the assessment
of
compliance made by the Seller and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules 1 02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act;
(3) cause
each Subservicer, and each Subcontractor determined by the Seller pursuant
to
Subsection 32.06(ii) to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants’
attestation as and when provided in paragraphs (i) and (ii) of this Subsection;
and
(4) deliver
and cause each Subservicer and Subcontractor described in clause (3) to provide,
to the Purchaser, the Master Servicer, any Depositor and any other Person that
will be responsible for signing the certification (a “Sarbanes Certification”)
required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
to
Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed
issuer with respect to a Securitization Transaction a certification signed
by
the appropriate officer of the Seller, in the form attached hereto as Exhibit
13.
The
Seller acknowledges that the parties identified in clause (i)(4) above may
rely
on the certification provided by the Seller pursuant to such clause in signing
a
Sarbanes Certification and filing such with the Commission. Neither the
Purchaser nor any Depositor will request delivery of a certification under
clause (i)(4) above unless a Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an issuing entity whose
asset
pool includes Mortgage Loans.
(ii)
|
Each
assessment of compliance provided by a Subservicer pursuant to Subsection
33.05(i)(1) shall address each of the Servicing Criteria specified
on a
certification substantially in the form of Exhibit 14 hereto delivered
to
the Purchaser concurrently with the execution of this Agreement or,
in the
case of a Subservicer subsequently appointed as such, on or prior
to the
date of such appointment. An assessment of compliance provided by
a
Subcontractor pursuant to Subsection 33.05(i)(3) need not address
any
elements of the Servicing Criteria other than those specified by
the
Seller pursuant to Subsection
33.06.
|
Subsection
33.06. Use
of
Subservicers and Subcontractors.
The
Seller shall not hire or otherwise utilize the services of any Subservicer
to
fulfill any of the obligations of the Seller as servicer under this Agreement
or
any Reconstitution Agreement unless the Seller complies with the provisions
of
paragraph (i) of this Subsection. The Seller shall not hire or otherwise utilize
the services of any Subcontractor, and shall not permit any Subservicer to
hire
or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Seller as servicer under this Agreement or any Reconstitution
Agreement unless the Seller complies with the provisions of paragraph (ii)
of
this Subsection.
(i)
|
It
shall not be necessary for the Seller to seek the consent of the
Purchaser, the Master Servicer or any Depositor to the utilization
of any
Subservicer. The Seller shall cause any Subservicer used by the Seller
(or
by any Subservicer) for the benefit of the Purchaser and any Depositor
to
comply with the provisions of this Subsection and with Subsections
33.02,
33.03(iii), (v), (vi) and (vii), 33.04, 33.05 and 33.07 of this Agreement
to the same extent as if such Subservicer were the Seller, and to
provide
the information required with respect to such Subservicer under Subsection
33.03(iv) of this Agreement. The Seller shall be responsible for
obtaining
from each Subservicer and delivering to the Purchaser and any Depositor
any servicer compliance statement required to be delivered by such
Subservicer under Subsection 33.04, any assessment of compliance
and
attestation required to be delivered by such Subservicer under Subsection
33.05 and any certification required to be delivered to the Person
that
will be responsible for signing the Sarbanes Certification under
Subsection 33.05 as and when required to be
delivered.
|
(ii)
|
It
shall not be necessary for the Seller to seek the consent of the
Purchaser, the Master Servicer or any Depositor to the utilization
of any
Subcontractor. The Seller shall promptly upon request provide to
the
Purchaser, any Master Servicer and any Depositor (or any designee
of the
Depositor, such as an administrator) a written description (in form
and
substance satisfactory to the Purchaser, such Master Servicer and
such
Depositor) of the role and function of each Subcontractor utilized
by the
Seller or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122
of Regulation AB, and (iii) which elements of the Servicing Criteria
will
be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this
paragraph.
|
As
a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Seller shall cause any such Subcontractor used by the Seller
(or by any Subservicer) for the benefit of the Purchaser and any Depositor
to
comply with the provisions of Subsections 33.05 and 33.07 of this Agreement
to
the same extent as if such Subcontractor were the Seller. The Seller shall
be
responsible for obtaining from each Subcontractor and delivering to the
Purchaser and any Depositor any assessment of compliance and attestation and
the
other certifications required to be delivered by such Subcontractor under
Subsection 33.05, in each case as and when required to be
delivered.
Subsection
33.07. Indemnification;
Remedies.
(a)
|
The
Seller shall indemnify the Purchaser, each affiliate of the Purchaser,
any
Master Servicer and each of the following parties participating in
a
Securitization Transaction: each sponsor and issuing entity; each
Person
responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant
to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to
such Securitization Transaction; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any
of such
parties or the Depositor (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and affiliates
of each of the foregoing and of the Depositor (each, an “Indemnified
Party”), and shall hold each of them harmless from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments, and any other costs, fees and expenses
that
any of them may sustain arising solely out of or based solely
upon:
|
(i)(A)
any untrue statement of a material fact (regardless of whether an admission
has
been made or a final judgment has been entered by a finder of fact as to such
untrue statement) contained in any information, report, certification, data,
accountants’ letter or other material provided in written or electronic form
under this Section 33 by or on behalf of the Seller, or provided under this
Section 33 by or on behalf of any Subservicer, Subcontractor or Third-Party
Originator (collectively, the “Seller Information”), or (B) the omission to
state in the Seller Information a material fact required to be stated in the
Seller Information or necessary in order to make the statements therein, in
the
light of the circumstances under which they were made, not misleading
(regardless of whether an admission has been made or a final judgment has been
entered by a finder of fact as to such omission); provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely
by
reference to the Seller Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard
to whether the Seller Information or any portion thereof is presented together
with or separately from such other information;
(ii)
|
any
breach by the Seller of its obligations under this Section 33 or
any
failure by the Seller, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this
Section 33, including any failure by the Seller to identify pursuant
to
Subsection 33.06(ii) any Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB;
or
|
(iii)
|
any
breach by the Seller of a representation or warranty set forth in
Subsection 33.02(i) or in a writing furnished pursuant to Subsection
33.02(ii) and made as of a date prior to the closing date of the
related
Securitization Transaction, to the extent that such breach is not
cured by
such closing date, or any breach by the Seller of a representation
or
warranty in a writing furnished pursuant to Subsection 33.02(ii)
to the
extent made as of a date subsequent to such closing date;
or
|
(iv)
|
the
negligence, bad faith or willful misconduct of the Seller in connection
with its performance under this Section
33.
|
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Seller agrees that it shall contribute
to the amount paid or payable by such Indemnified Party as a result of any
claims, losses, damages or liabilities incurred by such Indemnified Party in
such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Seller on the other.
In
the
case of any failure of performance described in clause (a)(ii) of this
Subsection, the Seller shall promptly reimburse the Purchaser, any Depositor,
as
applicable, and each Person responsible for the preparation, execution or filing
of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to
Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably incurred by each such
party
in order to obtain the information, report, certification, accountants’ letter
or other material not delivered as required by the Seller, any Subservicer,
any
Subcontractor or any Third-Party Originator.
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
(b) (i) Any
failure by the Seller, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Section 33, or any
breach by the Seller of a representation or warranty set forth in Subsection
33.02(i) or in a writing furnished pursuant to Subsection 33.02(ii) and made
as
of a date prior to the closing date of the related Securitization Transaction,
to the extent that such breach is not cured by such closing date, or any breach
by the Seller of a representation or warranty in a writing furnished pursuant
to
Subsection 33.02(ii) to the extent made as of a date subsequent to such closing
date, shall, except as provided in clause (ii) of this paragraph, immediately
and automatically, without notice or grace period, constitute an Event of
Default with respect to the Seller under this Agreement and any applicable
Reconstitution Agreement, and shall entitle the Purchaser, Master Servicer
or
Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Seller as servicer under this Agreement and/or any applicable
Reconstitution Agreement without payment (notwithstanding anything in this
Agreement or any applicable Reconstitution Agreement to the contrary) of any
compensation to the Seller(and if the Seller is servicing any of the Mortgage
Loans in a Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction); provided
that to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights
or obligations following termination of the Seller as servicer, such provision
shall be given effect.
(ii)
|
Any
failure by the Seller, any Subservicer or any Subcontractor to deliver
any
information, report, certification or accountants’ letter when and as
required under Subsection 33.04 or 33.05, including (except as provided
below) any failure by the Seller to identify pursuant to Subsection
33.06(ii) any Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, which continues
unremedied for ten calendar days after the date on which such information,
report, certification or accountants’ letter was required to be delivered
shall constitute an Event of Default with respect to the Seller under
this
Agreement and any applicable Reconstitution Agreement, and shall
entitle
the Purchaser, any Master Servicer or Depositor, as applicable, in
its
sole discretion to terminate the rights and obligations of the Seller
as
servicer under this Agreement and/or any applicable Reconstitution
Agreement without payment (notwithstanding anything in this Agreement
to
the contrary) of any compensation to the Seller; provided that to
the
extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain
rights or obligations following termination of the Seller as servicer,
such provision shall be given
effect.
|
Neither
the Purchaser nor any Depositor shall be entitled to terminate the rights and
obligations of the Seller pursuant to this Subsection (b)(ii) if a failure
of
the Seller to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely to
the
role or functions of such Subcontractor with respect to mortgage loans other
than the Mortgage Loans.
(iii)
|
The
Seller shall promptly reimburse the Purchaser (or any designee of
the
Purchaser, such as a master servicer) and any Depositor, as applicable,
for all reasonable expenses incurred by the Purchaser (or such designee)
or such Depositor, as such are incurred, in connection with the
termination under this Section 33 of the Seller as servicer and the
transfer of servicing of the Mortgage Loans to a successor servicer.
The
provisions of this paragraph shall not limit whatever rights the
Purchaser
or any Depositor may have under other provisions of this Agreement
and/or
any applicable Reconstitution Agreement or otherwise, whether in
equity or
at law, such as an action for damages, specific performance or injunctive
relief.
|
40.
|
Exhibits
Four-A through Four-D attached hereto are hereby added as Exhibit
12 to
the Purchase Agreement.
|
41.
|
Exhibit
Six attached hereto is hereby added as Exhibit 13 to the Purchase
Agreement.
|
42.
|
Exhibit
Seven attached hereto is hereby added as Exhibit 14 to the Purchase
Agreement.
|
EXHIBIT
TWO
List
of Mortgage Loans
EXHIBIT
THREE
Purchase
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
|
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
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.
|
|
|
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
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
·
|
ASUM-Approved
Assumption
|
·
|
BAP-Borrower
Assistance Program
|
·
|
CO-Charge
Off
|
·
|
DIL-Deed-in-Lieu
|
·
|
FFA-Formal
Forbearance Agreement
|
·
|
MOD-Loan
Modification
|
·
|
PRE-Pre-Sale
|
·
|
SS-Short
Sale
|
·
|
MISC-Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
·
|
Mortgagor
|
·
|
Tenant
|
·
|
Unknown
|
·
|
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
·
|
Damaged
|
·
|
Excellent
|
·
|
Fair
|
·
|
Gone
|
·
|
Good
|
·
|
Poor
|
·
|
Special
Hazard
|
·
|
Unknown
|
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
EXHIBIT
FOUR-D
Calculation
of Realized Loss/Gain
(i) The
numbers on the 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. All line entries must be supported by copies
of appropriate
statements, vouchers, receipts, bills, canceled checks, etc.,
to document
the expense. Entries not properly documented will not be
reimbursed to the
Servicer.
|
13.
|
The
total of lines 1 through 12.
|
(ii)
|
Credits:
|
14-21.
|
Complete
as applicable. All line entries must be supported by copies
of the
appropriate claims forms, EOBs, HUD-1 and/or other proceeds
verification,
statements, payment checks, etc. to document the credit.
If the Mortgage
Loan is subject to a Bankruptcy Deficiency, the difference
between the
Unpaid Principal Balance of the Note prior to the Bankruptcy
Deficiency
and the Unpaid Principal Balance as reduced by the Bankruptcy
Deficiency
should be input on line 20.
|
22.
|
The
total of lines 14 through 21.
|
Please
note:
For
HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16)
for Part
B/Supplemental proceeds.
(iii)
|
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 (
).
|
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS/GAIN
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
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
|
________________
|
(5)
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
(7)
|
MI/Hazard
Insurance Premiums
|
________________
|
(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 Keys__________________________
|
________________
|
||
HOA/Condo
Fees_______________________
|
________________
|
||
______________________________________
|
________________
|
||
______________________________________
|
________________
|
||
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 Proceeds
|
________________
|
(18)
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
_________________________________________
|
_________________
|
||
_________________________________________
|
_________________
|
||
Total
Credits
|
$________________
|
(22)
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
EXHIBIT
FIVE
Representations
and Warranties Regarding Individual Mortgage Loans
Xxxxxx
represents, warrants and covenants, for the benefit of GCFP, GCA, the
Trustee
and the Trust Fund (including the Trustee and the Master Servicer acting
on the
Trust Fund’s behalf), that with respect to each Mortgage Loan as of the Closing
Date (as defined in the Servicing Agreement):
(i)
|
No
Mortgage Loan is a “high cost home,” “covered” (excluding home loans
defined as “covered home loans” in the New Jersey Home Ownership Security
Act of 2002 that were originated between November 26, 2003
and July 7,
2004), “high risk home” or “predatory” loan under any applicable state,
federal or local law (or a similarly classified loan using
different
terminology under a law imposing heightened regulatory scrutiny
or
additional legal liability for residential mortgage loans
having high
interest rates, points and/or fees);
|
(ii)
|
With
respect to any Mortgage Loan originated on or after August
1,
2004,
|
a.
|
neither
the related Mortgage nor the related Mortgage Note requires
the borrower
to submit to arbitration to resolve any dispute arising out
of or relating
in any way to the Mortgage Loan transaction,
or
|
b.
|
the
related Mortgage or the related Mortgage Note contains a
mandatory
arbitration clause (that is, a clause that requires the borrower
to submit
to arbitration to resolve any dispute arising out of or relating
in any
way to the Mortgage Loan transaction), but also contains
a “waiver
provision” that states that, in the event of transfer or sale of the
Mortgage Loan or an interest in the Mortgage Loan to Xxxxxxx
Mac:
|
i.
|
the
mandatory arbitration clause immediately becomes null and
void and cannot
be reinstated;
|
ii.
|
neither
Xxxxxx nor any servicer shall require that the borrower submit
to
arbitration to resolve any dispute arising out of or relating
in any way
to the Mortgage Loan transaction;
|
iii.
|
Xxxxxx
will provide the borrower with written notice of the waiver
provision
within 60 days of the issuance of the Security, which notice
will contain
substantially the following language in bold, capital letters,
in clear
and conspicuous type-face:
|
PURSUANT
TO YOUR MORTGAGE LOAN DOCUMENTS, WE ARE HEREBY NOTIFYING YOU THAT AN
INTEREST IN
YOUR LOAN HAS BEEN SOLD TO XXXXXXX MAC AND THEREFORE THE MANDATORY
ARBITRATION
CLAUSE OF YOUR LOAN, REQUIRING THAT YOU SUBMIT TO ARBITRATION TO RESOLVE
ANY
DISPUTE ARISING OUT OF OR RELATING TO YOUR MORTGAGE LOAN, IS IMMEDIATELY
NULL
AND VOID. YOU ARE FREE TO CHOOSE TO EXERCISE ANY OF YOUR RIGHTS OR
ENFORCE ANY
REMEDIES UNDER YOUR MORTGAGE LOAN THROUGH THE COURT SYSTEM;
and
iv.
|
Xxxxxx
will maintain a copy of such notice in the mortgage
file.
|
EXHIBIT
SIX
FORM
OF
ANNUAL CERTIFICATION
Re: The
[ ]
agreement dated as of [ l,
200[ ]
(the “Agreement”), among [IDENTIFY PARTIES]
I,
_____________________________________, the _______________________
of [NAME OF
COMPANY] and, in such capacity, the officer in charge of the Company’s
responsibility on Exhibit 14 to the Agreement. I hereby certify to
[the
Purchaser], [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:
I
have
reviewed the servicer compliance statement of the Company provided
in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’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 other data,
servicing reports, officer’s certificates and other information relating to the
performance of the Company under the terms of the Agreement and the
servicing of
the Mortgage Loans by the Company during 200[ ] that were delivered
to the
[Depositor] [Master Servicer] [Securities Administrator] [Trustee]
pursuant to
the Agreement (collectively, the “Company Servicing Information”);
Based
on
my knowledge, the reports and information comprising the Company 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 as of the period covered by, or the date of such reports
or
information or the date of this certification;
Based
on
my knowledge, all of the Company Servicing Information required to
be provided
by the Company under the Agreement has been provided to the [Depositor]
[Master
Servicer] [Securities Administrator] [Trustee];
I
am
responsible for reviewing the activities performed by the Company 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
Company has fulfilled its obligations under the Agreement; and
The
Compliance Statement required to be delivered by the Company pursuant
to the
Agreement, and the Servicing Assessment and Attestation Report required
to be
provided by the Company and by any Subservicer or Subcontractor pursuant
to the
Agreement, have been provided to the [Depositor] [Master Servicer].
The
Servicing Assessment and the Attestation Report cover all items of
the servicing
criteria identified on Exhibit 14 to the Agreement as applicable to
the Company.
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.
The following material instances of noncompliance identified in the
Servicing
Assessment and the Attestation Report relate to the performance or
obligations
of the Company under the Agreement: ____________ (if none, state
“None.”)
Date:
_________________________
|
|
By: _______________________________
|
|
Name:
|
|
Title:
|
|
EXHIBIT
SEVEN
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [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.
|
X
|
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 45 (or to the extent reasonably required
by the Purchaser
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
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
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
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 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 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
Servicer’s records regarding the Mortgage Loans agree with the 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
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
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 applicable 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.
|
X
|