RECONSTITUTION AGREEMENT
This
Reconstitution Agreement (this “Agreement”)
dated
as of February 1, 2007, is among Greenwich Capital Financial Products, Inc.
(“GCFP”),
Financial Asset Securities Corp. (“FASCO” or the “Depositor”) and Central
Mortgage Company, as servicer (the “Servicer”
or
“CMC”)
and
acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”)
and
Deutsche Bank National Trust Company, as trustee (the “Trustee”).
RECITALS
WHEREAS,
GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto (the
“Mortgage
Loans”)
to the
Depositor pursuant to an assignment agreement, dated as of February 1, 2007,
among GCFP, the Depositor and Ameriquest Mortgage Company and a mortgage loan
purchase agreement dated as of February 1, 2007 and a mortgage loan purchase
agreement, dated as of February 1, 2007, among GCFP, the Depositor and Mortgage
Network, Inc., and the Depositor in turn has conveyed the Mortgage Loans to
the
Trustee pursuant to a pooling and servicing agreement dated as of February
1,
2007 (the “Pooling
and Servicing Agreement”),
among
FASCO, Ocwen, as Servicer, Xxxxxxx Fixed Income Services Inc. (formerly known
as
The Murrayhill Company), as credit risk manager, the Master Servicer, in its
capacity as such and as Trust Administrator, and the Trustee, in its capacity
as
such;
WHEREAS,
the Mortgage Loans are currently being serviced by CMC for GCFP pursuant to
a
Servicing Agreement, dated as of January 1, 2006 (the “Servicing
Agreement”),
between GCFP and CMC, a copy of which is annexed hereto as Exhibit
Three;
WHEREAS,
GCFP desires that CMC continue to service the Mortgage Loans and CMC has agreed
to do so, subject to the rights of GCFP and the Trustee to terminate the rights
and obligations of CMC hereunder as set forth herein and to the other conditions
set forth herein;
WHEREAS,
Section 12.10 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Servicing
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, CMC has agreed, in Section 10.02 of the Servicing Agreement, to
enter
into additional documents, instruments or agreements as may be reasonably
necessary in connection with any “Securitization Transaction” (as such term is
defined in the Servicing Agreement) contemplated by GCFP pursuant to the
Servicing Agreement;
WHEREAS,
CMC and GCFP agree that this Agreement shall govern the Mortgage Loans for
so
long as such Mortgage Loans remain subject to the provisions of the Pooling
and
Servicing Agreement;
WHEREAS,
pursuant to this Agreement, the Master Servicer, and any successor master
servicer, shall be obligated, among other things, to supervise the servicing
of
the Mortgage Loans on behalf of the Trustee and the Trust Fund, and shall have
the right to terminate the rights and obligations of CMC under this Agreement
upon the occurrence of an Event of Default (as defined by this
Agreement);
NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
hereto agree as follows:
Definitions
Capitalized
terms used herein and not defined in this Agreement (including Exhibit One
hereto) or in the Servicing Agreement shall have the meanings ascribed to them
in the Pooling and Servicing Agreement.
Trust
Cut-off Date
The
parties hereto acknowledge that by operation of Section 5.01 of the Servicing
Agreement (as modified by this Agreement), the remittance on March 18, 2007,
to
be made to the Trust Fund is to include all principal collections due after
February 1, 2007 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 5.01 of the
Servicing Agreement.
Servicing
CMC
agrees, with respect to the servicing of the Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed by the Servicer under the provisions of the Servicing Agreement,
except as otherwise provided herein and on Exhibit One hereto, as of the Trust
Cut-off Date and that the provisions of the Servicing Agreement, as so modified,
are and shall be a part of this Agreement to the same extent as if set forth
herein in full.
Servicing
Fee
The
Servicing Fee for the Mortgage Loans shall be equal to 0.375% per annum (the
“Servicing
Fee Rate”).
Such
fee shall be payable monthly from the interest portion (as adjusted in
accordance with Section 5.01 of the Servicing Agreement) of the related Monthly
Payment collected by the Servicer, or as otherwise provided in Section 4.05
of
the Servicing Agreement.
Master
Servicing; Termination of Servicer
CMC,
including any successor servicer hereunder, shall be subject to the supervision
of the Master Servicer, which Master Servicer shall be obligated to enforce
CMC’s 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 CMC under the Servicing Agreement and unless
otherwise specified in Exhibit A to this Agreement, references to the “initial
Owner” or the “Owner” in the Servicing Agreement shall be deemed to refer to the
Trust Fund on whose behalf the Master Servicer is acting; provided,
however,
that
any obligation of the Owner to pay or reimburse CMC 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 CMC under this
Agreement upon the occurrence of an Event of Default under Section 9.01 of
the
Servicing Agreement (as modified by this Agreement). Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer or the Trustee
be
required to assume any of the obligations of the Owner under the Servicing
Agreement and, in connection with the performance of the Master Servicer’s
duties hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all the rights, protections and limitations of
liability afforded to the Master Servicer under the Pooling and Servicing
Agreement.
Warranties
GCFP
and
CMC mutually warrant and represent that, with respect to the Mortgage Loans,
the
Servicing Agreement is in full force and effect as of the Trust Cut-off Date
and
has not been amended or modified in any way with respect to the Mortgage Loans
and no notice of termination has been given thereunder.
Representations
Pursuant
to Section 10.02 of the Servicing Agreement, CMC hereby represents and warrants,
for the benefit of GCFP, FASCO, the Trustee and the Trust Fund (including the
Trustee and the Master Servicer acting on the Trust Fund’s behalf), that the
representations and warranties set forth in Article III of the Servicing
Agreement are true and correct as of the date hereof as if such representations
and warranties were made on such date.
CMC
hereby acknowledges and agrees that the remedies available to GCFP, FASCO 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 CMC set forth above that materially and adversely affects
the
value of that Mortgage Loan and the interests of the Certificateholders in
such
Mortgage Loan shall be as set forth in Sections 8.01 and 9.01 of the Servicing
Agreement as if they were set forth herein (including without limitation the
indemnity obligations set forth in Section 8.01). Such enforcement of a right
or
remedy by the Trustee shall have the same force and effect as if the right
or
remedy had been enforced or exercised by GCFP directly.
Assignment
CMC
hereby acknowledges that the rights of GCFP under the Servicing Agreement as
amended by this Agreement will be assigned to FASCO under a mortgage loan
purchase agreement dated as of February 23, 2007 (the “Mortgage
Loan Purchase Agreement”),
between FASCO and GCFP, and
by
FASCO to the Trust Fund under the Pooling
and Servicing Agreement and agrees that the Mortgage Loan Purchase Agreement
and
the Pooling and Servicing Agreement will each be a valid assignment and
assumption agreement or other assignment document and will constitute a valid
assignment and assumption of the rights of GCFP under the Servicing Agreement
to
and by FASCO and to the Trustee, on behalf of the Trust Fund, as applicable.
In
addition, the Trust Fund will make a REMIC election. CMC hereby consents to
such
assignment and assumption and acknowledges the Trust Fund’s REMIC election.
Notices
and
Remittances
1. All
written information required to be delivered to the Master Servicer hereunder
shall be delivered to the Master Servicer at the following address:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, Soundview 2007-1
(or
in
the case of overnight deliveries,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
2. All
remittances required to be made to the Master Servicer under this Agreement
shall be on a scheduled/scheduled basis and made to the following wire
account:
Xxxxx
Fargo Bank, N.A.
ABA#:
121
000 248
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: Soundview 2007-1, Account #00000000
3. All
written information required to be delivered to the Trustee hereunder shall
be
delivered to the Trustee at the following address:
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000
Attention:
Trustee Soundview Home Loan Trust 2007-1
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4. All
written information required to be delivered to GCFP under the Purchase
Agreement and under this Agreement shall be delivered to GCFP at the following
address:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (Soundview 2007-1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Governing
Law
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Counterparts
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
Reconstitution
CMC
and
GCFP agree that this Agreement is executed in connection with a Securitization
Transaction and that February 28, 2007 is the Reconstitution Date.
Intended
Third Party Beneficiaries
Notwithstanding
any provision herein to the contrary, the parties to this Agreement agree that
it is appropriate, in furtherance of the intent of such parties as set forth
herein, that the Trustee and the Master Servicer receive the benefit of the
provisions of this Agreement as intended third party beneficiaries of this
Agreement to the extent of such provisions. CMC shall have the same obligations
to the Trustee and the Master Servicer as if the Trustee and the Master Servicer
were each a party to this Agreement, and the Trustee and the Master Servicer
shall have the same rights and remedies to enforce the provisions of this
Agreement as if each were a party to this Agreement. Notwithstanding the
foregoing, all rights and obligations of the Trustee and the Master Servicer
hereunder (other than the right to indemnification) shall terminate upon
termination of the Trust Fund pursuant to the Pooling and Servicing
Agreement.
Executed
as of the day and year first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., | ||
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| By: |
/s/
Xxx Xxxxxxxxxx
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Name:
|
Xxx Xxxxxxxxxx | |
| Title: | Vice President | |
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FINANCIAL
ASSET SECURITIES CORP.,
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as
Depositor
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||
| |
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| By: |
/s/
Xxx Xxxxxxxxxx
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Name:
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Xxx Xxxxxxxxxx | |
| Title: | Vice President | |
|
CENTRAL
MORTGAGE COMPANY,
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as
Servicer
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| By: |
/s/
Xxxxxxx Xxxxxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxxxxx | |
| Title: | President and CEO | |
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Acknowledged
By:
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| XXXXX FARGO BANK, N.A., | ||
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as
Master Servicer
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| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Assistant Vice President | |
| DEUTSCHE BANK NATIONAL TRUST COMPANY, | ||
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not
in its individual capacity, but solely as Trustee
under
the Pooling and Servicing Agreement
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||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President | |
EXHIBIT
ONE
Modifications
to the Servicing Agreement with respect to the Mortgage Loans only:
| 1. |
The
definition of “Business Day” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
Business
Day:
Any day
other than a Saturday or Sunday, or a day on which banks and savings and loan
institutions in the State of Maryland, the State of Illinois, the State of
Colorado, the State of Minnesota, the State of Iowa, the State of California
or
the State of New York are authorized or obligated by law or executive order
to
be closed.
| 2. |
The
definition of “Custodial Agreement” in Section 1.01 is hereby amended in
its entirety to read as follows:
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Custodial
Agreement:
Any
agreement between a Custodian and the Owner providing for the custody of
Mortgage Loan Documents.
| 3. |
A
new definition of "Eligible Account" in Section 1.01 is hereby included
in
its entirety to read as follows:
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Eligible
Account:
Any of
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(i)
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an
account or accounts maintained with a federal or state chartered
depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution
or trust
company that is the principal subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are
rated
in the highest short term rating category of the Rating Agency at
the time
any amounts are held on deposit
therein;
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(ii)
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an
account or accounts the deposits in which are fully insured by the
FDIC
(to the limits established by it), the uninsured deposits in which
account
are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to the Rating Agency, the Certificateholders
will have a claim with respect to the funds in the account or a perfected
first priority security interest against the collateral (which shall
be
limited to Permitted Investments) securing those funds that is superior
to
claims of any other depositors or creditors of the depository institution
with which such account is
maintained;
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(iii)
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a
trust account or accounts maintained with the trust department of
a
federal or state chartered depository institution, national banking
association or trust company acting in its fiduciary capacity,
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(iv)
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an
account otherwise acceptable to the Rating Agency without reduction
or
withdrawal of its then current ratings of the Certificates (without
regard
to the Certificate Insurance Policy) as evidenced by a letter from
each
Rating Agency to the Trustee and the Trust Administrator.
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Eligible
Accounts may bear interest, and any account with the depository institution
acting as Trustee hereunder may be an Eligible Account so long as it otherwise
satisfies the requirements of this definition.
| 4. |
The
definition of “Mortgage Interest Rate” in Section 1.01 is hereby amended
by adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
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| 5. |
The
definition of “Opinion of Counsel” in Section 1.01 is hereby amended in
its entirety to read as follows:
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Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the Servicer, that is
reasonably acceptable to the Master Servicer provided that any Opinion of
Counsel relating to (a) qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of counsel reasonably
acceptable to the Master Servicer and GCFP, who (i) is in fact independent
of
the Servicer, (ii) does not have any material direct or indirect financial
interest in the Servicer or in any affiliate of the Servicer and (iii) is not
connected with the Servicer as an officer, employee, director or person
performing similar functions.
| 6. |
The
definition of “Permitted Investments” in Section 1.01 is hereby amended in
its entirety to read as follows:
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Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase price
of not greater than par:
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(i)
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direct
obligations of, or obligations fully guaranteed as to timely payment
of
principal and interest by, the United States or any agency or
instrumentality thereof, provided such obligations are backed by
the full
faith and credit of the United
States;
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(ii)
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(A)
demand and time deposits in, certificates of deposit of, bankers’
acceptances issued by or federal funds sold by any depository institution
or trust company (including the Trustee, the Master Servicer or their
agents acting in their respective commercial capacities) incorporated
under the laws of the United States of America or any state thereof
and
subject to supervision and examination by federal and/or state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution
or
trust company or its ultimate parent has a short-term uninsured debt
rating in one of the two highest available rating categories of S&P
and the highest available rating category of Xxxxx’x and (B) any other
demand or time deposit or deposit which is fully insured by the FDIC
and
are rated Prime-1 by Xxxxx’x;
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(iii)
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repurchase
obligations with respect to any security described in clause
(i) above and entered into with a depository institution or trust
company (acting as principal) in the highest applicable rating category
by
S&P and Xxxxx’x;
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(iv)
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securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the
District
of Columbia or any State thereof and that are rated by the Rating
Agency
in its highest long-term unsecured rating categories at the time
of such
investment or contractual commitment providing for such
investment;
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(v)
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commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by the Rating Agency
in its
highest short-term unsecured debt rating available at the time of
such
investment;
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(vi)
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units
of money market funds (which may be 12b-1 funds, as contemplated
by the
Commission under the Investment Company Act of 1940) registered under
the
Investment Company Act of 1940 including funds managed or advised
by the
Trustee, the Master Servicer or an Affiliate thereof having the highest
applicable rating from the Rating Agency;
and
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(vii)
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if
previously confirmed in writing to the Trustee, any other demand,
money
market or time deposit, or any other obligation, security or investment,
as may be acceptable to the Rating Agency in writing as a permitted
investment of funds backing securities having ratings equivalent
to its
highest initial ratings of the Senior
Certificates;
|
provided,
however,
that no
instrument described hereunder shall evidence either the right to receive (a)
only interest with respect to the obligations underlying such instrument or
(b)
both principal and interest payments derived from obligations underlying such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations.
| 7. |
The
definition of “Rating Agency” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
a mortgage securitization as a result of a Pass-Through Transfer.
| 8. |
A
new definition of “Relief Act Reduction” is hereby added to Section 1.01
immediately following the definition of “Reconstitution Date” to read as
follows:
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Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, as amended, or any similar state law, any
amount by which interest collectible on such Mortgage Loan for the Due Date
in
the related Due Period is less than the interest accrued thereon for the
applicable one-month period at the Mortgage Interest Rate without giving effect
to such reduction.
| 9. |
The
definition of “Remittance Date” in Section 1.01 is hereby amended in its
entirety to read as follows:
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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.
| 10. |
A
new definition of “Sarbanes Certifying Parties” is added to Section 1
immediately before the definition of “Servicing Addendum” to read as
follows:
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Sarbanes
Certifying Parties:
The
Depositor and the Master Servicer.
| 11. |
Section
4.01 (Servicer to Act as Servicer) is hereby amended as
follows:
|
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(i)
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by
inserting a new third paragraph in its entirety to read as
follows:
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The
Servicer shall not knowingly or intentionally take any action, or fail to take
(or fail to cause to be taken) any action reasonably within its control and
the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any REMIC
created under the Pooling and Servicing Agreement to fail to qualify as a REMIC
or result in the imposition of a tax upon the Trust (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the
Code) unless the Servicer has received an Opinion of Counsel (but not at the
expense of the Servicer) to the effect that the contemplated action will not
cause any REMIC created under the Pooling and Servicing Agreement to fail to
qualify as a REMIC or result in the imposition of a tax upon any such REMIC
created thereunder.
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(ii)
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by
adding the following additional proviso at the end of the first sentence
of the current third paragraph to read as
follows:
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;
provided,
further,
no such
modification shall be permitted unless the Servicer shall have provided to
the
Master Servicer an Opinion of Counsel in writing to the effect that such
modification, waiver or amendment would not cause an Adverse REMIC Event (as
defined in the Pooling and Servicing Agreement). The costs of obtaining such
Opinion of Counsel shall be a reimbursable expense to the Servicer to be
withdrawn from the Custodial Account pursuant to Section 4.05. Promptly after
the execution of any modification of any Mortgage Loan, the Servicer shall
deliver to the Master Servicer the originals of any documents evidencing such
modification.
| 12. |
Section
4.04 (Establishment of Custodial Accounts; Deposits in Custodial
Accounts)
is hereby amended as follows:
|
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(i)
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by
adding the words “in trust for the Trustee of Soundview Home Loan Trust
2007-1” at the end of the first sentence of the first
paragraph.
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(ii)
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by
adding the words “and must be an Eligible Account” at the end of the
second sentence of the first
paragraph.
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(iii)
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by
deleting the third sentence in its
entirety.
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(iii)
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by
adding a new paragraph at the end of the section to read as
follows:
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Funds
in
the Custodial Account shall, if invested, be invested in Permitted Investments;
provided,
however,
that
the Servicer shall be under no obligation or duty to invest (or otherwise pay
interest on) amount held in the Custodial Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal no later than one (1)
Business Day prior to the next succeeding Remittance (except that if such
Permitted Investment is an obligation of the Servicer, then such Permitted
Investment shall mature not later than such applicable Remittance Date). Any
and
all investment earnings from an such Permitted Investment shall be for the
benefit of the Servicer and shall be subject to its withdrawal or order from
time to time, and shall not be part of the Trust Fund. The risk of loss of
moneys required to be remitted to the Master Servicer resulting from such
investments shall be borne by and be the risk of the Servicer. The Servicer
shall deposit the amount of any such loss in the Custodial Account immediately
as realized, but in no event later than the related Remittance
Date.
| 13. |
Section
4.06 (Establishment of Escrow Accounts; Deposits in Escrow Accounts)
is
hereby amended as follows:
|
|
(i)
|
by
adding the words “in trust for the Trustee of Soundview Home Loan Trust
2007-1” at the end of the first sentence of the first
paragraph.
|
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(ii)
|
by
adding the words “and must be an Eligible Account” at the end of the
second sentence of the first
paragraph.
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| 14. |
Section
4.13 (Title, Management and Disposition of REO Property) is hereby
amended
by deleting the sixth paragraph in its
entirety.
|
| 15. |
A
new Section 4.15 (Credit Reporting) is hereby added in its entirety
to
read as follows:
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For
each
Mortgage Loan, the Servicer has and shall continue to accurately and fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to each of the following credit repositories:
Equifax Credit Information Services, Inc., Trans Union, LLC and Experian
Information Solution, Inc., or any respective successors, on a monthly basis.
| 16. |
Section
5.01 (Remittances) is hereby amended by adding in the word “calendar” in
front of the word “month” in subclause (c) of the first
paragraph.
|
| 17. |
Section
5.02 (Statements to the Owner) is hereby amended in its entirety
to read
as follows:
|
Not
later
than the fifth Business Day of each month, the Servicer shall furnish to the
Master Servicer, including but not limited to (i) a monthly remittance advice
in
written or electronic format (or in such other format mutually agreed to between
the Servicer and the Master Servicer) relating to the period ending on the
last
day of the preceding calendar month in the form of Exhibit
Four
attached
hereto, or in such other form mutually agreed to in writing between the Seller
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.
| 18. |
Section
6.04 (Annual Statement as to Compliance: Financial Statements) is
hereby
deleted in its entirety and replaced with “[Reserved].”
|
| 19. |
Section
6.05 (Annual Independent Certified Public Accountants’ Servicing Report)
is hereby deleted in its entirety and replaced with
“[Reserved].”
|
| 20. |
Section
6.09 (Annual Certification and Indemnification) is hereby amended
as
follows:
|
|
(i)
|
by
removing from paragraph (i) the reference to “March 15th”
and replacing it with “March 1st”.
|
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(ii)
|
by
removing from paragraph (i) the words from “to the entity filing the
Xxxxxxxx-Xxxxx Certification” through the end of the paragraph and
replacing them with “the Sarbanes Certifying
Parties”.
|
|
(ii)
|
by
replacing the words “Sarbanes Certifying Party” in paragraph (ii) and
replacing them with “Sarbanes Certifying
Parties”.
|
| 21. |
Section
8.01 (Indemnification; Third Party Claims) is hereby amended by replacing
the words “the Owner, its successors and assigns, and any agent of the
Owner” in the first line with “the Trust Fund, the Trustee, the Master
Servicer, the Depositor and each successor in interest, and each
of their
respective agents”.
|
| 22. |
Section
8.04 (Servicer Not to Resign) is hereby amended as
follows:
|
| (i) |
by
replacing the reference to “the Owner” in the first sentence with “the
Depositor, the Trustee, the Master Servicer and each Rating
Agency;”
|
| (ii) |
by
replacing the first reference to “the Owner” in the second sentence with
“the Depositor, the Trustee, the Master Servicer and each Rating Agency;”
and
|
| (iii) |
by
replacing the second reference to “the Owner” in the second sentence with
“the Depositor, the Trustee, the Master Servicer and each Rating Agency.”
|
| 23. |
Section
8.05 (No Transfer of Servicing) is hereby amended by replacing the
words
“prior written approval of the Owner” with “the prior written consent of
the Master Servicer and the Depositor, and only to an Acceptable
Successor
Servicer” in the second sentence of the
paragraph.
|
| 24. |
Section
9.01 (Events of Default) is hereby amended as
follows:
|
| (i) |
by
replacing the reference to “the Owner” in the first sentence with “the
Depositor, the Trustee, the Master Servicer and each Rating
Agency;”
|
| (ii) |
by
adding the words “subject to clause (ix) of this Subsection 9.01,” at the
beginning of clause (ii);
|
| (iii) |
by
replacing in clause (ix) the words “its obligations under Section 6.04,
Section 6.05, Section 6.09 or Article XI of this Agreement, which
failure
continues unremedied for a period of fifteen (15) days” with the words
“its obligations under Section 6.09 or Article XI of this Agreement,
which
failure continues unremedied for a period of ten (10) calendar
days.”
|
| (iv) |
by
replacing the reference to “the Owner” in the second sentence of the last
paragraph with “Master Servicer”;
and
|
| (v) |
By
replacing the reference to “the Owner” in the last sentence of the last
paragraph with “Depositor, the Trustee and the Master
Servicer”.
|
| 25. |
Section
9.02 (Waiver of Defaults) is hereby amended by replacing the reference
to
“Owner” with “Master Servicer.”
|
| 26. |
Section
10.01 (Termination) is hereby amended as
follows:
|
|
(i)
|
by
removing from the fourth line of the first paragraph the word “and”
immediately before “(ii)”.
|
|
(ii)
|
by
adding the following clause (iii) to the fifth line of the first
paragraph
immediately after “9.01” as follows: “and (iii) with the prior written
consent of the Master Servicer, with respect to any of the Subserviced
Mortgage Loans, termination without cause by GCFP, provided
that GCFP gives the Servicer 30 days’ notice prior to any such termination
and that any such notice of termination shall be in writing and delivered
to the Servicer, the Master Servicer and the Trustee by registered
mail
and the successor is an Acceptable Successor Servicer.”
|
| 27. |
Subsection
11.03(g) is hereby amended in its entirety to read as
follows:
|
(g) The
Servicer shall provide to the Owner, any Master Servicer and any Depositor,
such
additional information as such party may reasonably request, including evidence
of the authorization of the person signing any certification or statements,
copies or other evidence of any fidelity bond insurance and errors and omissions
insurance, financial information and reports, and such other information related
to the Servicer or any Subservicer or the Servicer or such Subservicer’s
performance hereunder.
| 28. |
Subsection
11.05(a) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “and shall be delivered to the Owner at the time of any
Securitization Transaction” at the end of clause
(i).
|
|
(ii)
|
by
adding the words “, and cause each Subservicer and Subcontractor described
in clause (iii) to provide” after the word “deliver” in clause
(iv).
|
| 29. |
The
second paragraph of subsection (b) of Section 11.05 (Report on Assessment
of Compliance and Attestation) is hereby amended by replacing the
reference to “Exhibit
E”
with “Exhibit
I.”
|
| 30. |
The
second paragraph of subsection (b) of Section 11.06 (Use of Subservicers
and Subcontractors) is hereby amended by deleting the last sentence
of
such paragraph and replacing it with the
following:
|
The
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Owner and any Depositor any assessment of compliance and
attestation and other certifications required to be delivered by such
Subcontractor under Section 11.05, in each case as and when required to be
delivered.”
| 31. |
Subsection
11.07(b) is hereby amended by adding the following parenthetical
“(and if
the Servicer 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” before the words “;
provided”
at
the end of clause (i).
|
| 32. |
Section
12.01 is hereby amended by replacing references to “the Owner” with “the
Master Servicer”.
|
| 33. |
Section
12.02 (Amendment) is hereby amended in its entirety to read as
follows:
|
This
Agreement may be amended only by written agreement signed by the Servicer,
GCFP,
the Depositor, the Trustee and the Master Servicer. The party requesting such
amendment shall, at its own expense, provide the Master Servicer (with a copy
to
the non-requesting parties) with an Opinion of Counsel that (i) such amendment
is permitted under the terms of this Agreement, (ii) the Servicer has complied
with all applicable requirements of this Agreement, and (iii) such Amendment
will not materially adversely affect the interest of the Certificateholders
in
the Mortgage Loans.
| 34. |
Exhibit
E
(Form of Xxxxxxxx-Xxxxx Certification) shall be deleted in its entirety
and replaced with the following new Exhibit
E:
|
EXHIBIT
E
FORM
OF
ANNUAL CERTIFICATION
| Re: |
The
Servicing Agreement dated as of February
1, 2007 (the “Agreement”), by and among Greenwich Capital Financial
Products, Inc., Financial Asset Securities Corp. and Central Mortgage
Company, as servicer (the “Servicer”) and acknowledged by Xxxxx Fargo
Bank, N.A. (the “Master Servicer”) and by Deutsche Bank National Trust
Company, as Trustee (the
“Trustee”).
|
I,
[identify the certifying individual], the [title] of the Servicer, certify
to
the Master Servicer and Financial Asset Securities Corp. (the “Depositor”), and
their officers, with the knowledge and intent that they will rely upon this
certification, that:
(1) I
have
reviewed the servicer compliance statement of the Servicer provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Servicer’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Servicer
during 200[ ] that were delivered by the Servicer to any of the Depositor and
the Master Servicer pursuant to the Agreement (collectively, the “Servicer
Servicing Information”);
(2) Based
on
my knowledge, the Servicer Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Servicer Servicing Information;
(3) Based
on
my knowledge, all of the Servicer Servicing Information required to be provided
by the Servicer under the Agreement has been provided to the Depositor and
the
Master Servicer;
(4) I
am
responsible for reviewing the activities performed by the Servicer as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Servicer has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Servicer and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the Depositor and the Master Servicer. Any
material instances of noncompliance described in such reports have been
disclosed to the Depositor and the Master Servicer. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such
reports.
|
|
||
|
|
||
| |
Date: |
|
| By: |
|
|
|
Name:
|
||
| Title: | ||
| 35. |
Exhibit
I
(Servicing Criteria to be Addressed in Assessment of Compliance)
is hereby
amended as follows:
|
|
(i)
|
by
removing the brackets in the third column (Applicable Servicing Criteria)
in the seventeenth row opposite 1122(d)(3)(ii)) in the first
column.
|
|
(ii)
|
by
removing the brackets in the third column (Applicable Servicing Criteria)
in the eighteenth row opposite 1122(d)(3)(iii)) in the first
column.
|
|
(iii)
|
by
removing the brackets in the third column (Applicable Servicing Criteria)
in the nineteenth row opposite 1122(d)(3)(iv)) in the first
column.
|
|
(iv)
|
by
adding an “X” in the third column (Applicable Servicing Criteria) in the
twenty-first row opposite 1122(d)(4)(i)) in the first
column.
|
|
(v)
|
by
adding an “X” in the third column (Applicable Servicing Criteria) in the
twenty-second row opposite 1122(d)(4)(ii)) in the first
column.
|
(vi)
by
adding
an “X” in the third column (Applicable Servicing Criteria) in the twenty-third
row opposite 1122(d)(4)(iii) in the first column.
|
(vii)
|
by
removing “[X]” in the third column (Applicable Servicing Criteria) in the
thirty-fifth row opposite 1122(d)(4)(xv)) in the first
column.
|
| 36. |
Exhibit
J
(Form of Annual Certification) shall be deleted in its entirety and
replaced with the following new Exhibit
J:
|
EXHIBIT
J
FORM
OF
ANNUAL CERTIFICATION
Re: The
[ ]
agreement dated as of [ l,
200[ ]
(the “Agreement”), among [IDENTIFY PARTIES]
I,
____________________________, the _______________________ of [NAME OF COMPANY]
(the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Trust Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification,
that:
| 1. |
I
have reviewed the servicer compliance statement of the 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 servicing reports, officer’s
certificates and other information relating to the servicing of the
Mortgage Loans by the Company during 200[ ] that were delivered by
the
Company to the [Depositor] [Master Servicer] [Trust Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Company Servicing
Information”);
|
| 2. |
Based
on my knowledge, 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
with
respect to the period of time covered by the Company Servicing
Information;
|
| 3. |
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] [Trust Administrator]
[Trustee];
|
| 4. |
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 in all material respects;
and
|
| 5. |
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 and
Subcontractor pursuant to the Agreement, have been provided to the
[Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor]
[Master
Servicer]. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such
reports.
|
|
|
||
|
|
||
| |
Date: |
|
| By: |
|
|
|
Name:
|
||
| Title: | ||
EXHIBIT
TWO
List
of Mortgage Loans
EXHIBIT
THREE
Servicing
Agreement
EXHIBIT
FOUR-A
Standard
File Layout - Scheduled/Scheduled
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
FOUR-B
Standard
File Layout - Delinquency Reporting
|
Standard
File Layout - Delinquency Reporting
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
EXHIBIT
FOUR-C
Standard
File Codes - Delinquency Reporting
Exhibit
: Calculation of Realized Loss/Gain Form 332- Instruction
Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
(i)
(ii)
The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1.
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
2.
The
Total
Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation,
an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
3.
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and
servicing fees advanced is required.
4-12. Complete
as applicable. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13.
The
total
of lines 1 through 12.
(iii) Credits:
14-21.
Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney
Letter
of
Proceeds Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
23.
The
total
derived from subtracting line 22 from 13. If the amount represents a realized
gain, show
the
amount in parenthesis ( ).
Exhibit
3A: Calculation
of Realized Loss/Gain Form 332
| Prepared by: __________________ |
Date:
_______________
|
| Phone: ______________________ | Email Address:_____________________ |
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: ________________________________________________________
|
Liquidation
Type:
|
REO
Sale
|
|
3rd
Party Sale
|
|
Short
Sale
|
|
Charge
Off
|
|
Was
this loan granted a Bankruptcy deficiency or
cramdown
|
|
Yes
|
|
No
|
|||
|
If
“Yes”, provide deficiency or cramdown amount
_______________________________
|
|||||||
| Liquidation and Acquisition Expenses: | |||
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
|
Cash
for Xxxx
|
|||
|
XXX/Condo
Fees_______________________
|
________________
|
(12)
|
|
|
______________________________________
|
________________
|
(12)
|
|
|
Total
Expenses
|
$
_______________
|
(13)
|
|
|
Credits:
|
|||
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
|
|
HUD
Part A
|
________________
|
(18b)
|
|
|
HUD
Part B
|
|||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
|
_________________________________________
|
________________
|
(21)
|
|
|
Total
Credits
|
$________________
|
(22)
|
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
|
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
