FLOW INTERIM SERVICING AGREEMENT between GOLDMAN SACHS MORTGAGE COMPANY, Purchaser and GREENPOINT MORTGAGE FUNDING, INC., Interim Servicer Dated as of October 1, 2006 CONVENTIONAL FIXED AND ADJUSTABLE RATE RESIDENTIAL MORTGAGE LOANS
between
XXXXXXX
XXXXX MORTGAGE COMPANY,
Purchaser
and
GREENPOINT
MORTGAGE FUNDING, INC.,
Interim
Servicer
Dated
as
of October 1, 2006
CONVENTIONAL
FIXED AND ADJUSTABLE
RATE
RESIDENTIAL MORTGAGE LOANS
TABLE
OF
CONTENTS
Page
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Definitions
|
1
|
|
ARTICLE
II
|
||
|
SERVICING
|
||
|
Section
2.01
|
Interim
Servicer to Act as Servicer
|
6
|
|
Section
2.02
|
Liquidation
of Mortgage Loans
|
6
|
|
Section
2.03
|
Collection
of Mortgage Loan Payments
|
7
|
|
Section
2.04
|
Establishment
of and Deposits to Custodial Account
|
7
|
|
Section
2.05
|
Permitted
Withdrawals From Custodial Account
|
8
|
|
Section
2.06
|
Establishment
of and Deposits to Escrow Account
|
9
|
|
Section
2.07
|
Permitted
Withdrawals From Escrow Account
|
9
|
|
Section
2.08
|
Payment
of Taxes, Insurance and Other Charges
|
10
|
|
Section
2.09
|
Protection
of Accounts
|
10
|
|
Section
2.10
|
Maintenance
of Hazard Insurance
|
11
|
|
Section
2.11
|
Maintenance
of Fidelity Bond and Errors and Omissions Insurance
|
12
|
|
Section
2.12
|
Inspections
|
13
|
|
Section
2.13
|
Restoration
of Mortgaged Property
|
13
|
|
Section
2.14
|
Liquidation
Reports
|
14
|
|
Section
2.15
|
Notification
of Adjustments
|
14
|
|
Section
2.16
|
Reports
of Foreclosures and Abandonments of Mortgaged Property
|
14
|
|
Section
2.17
|
Credit
Reporting
|
14
|
|
ARTICLE
III
|
||
|
PAYMENTS
TO PURCHASER
|
||
|
Section
3.01
|
Remittances
|
14
|
|
Section
3.02
|
Statements
to Purchaser
|
15
|
|
Section
3.03
|
Advances
by Interim Servicer
|
15
|
|
ARTICLE
IV
|
||
|
GENERAL
SERVICING PROCEDURES
|
||
|
Section
4.01
|
Transfers
of Mortgaged Property
|
15
|
-i-
|
Section
4.02
|
Satisfaction
of Mortgages and Release of Mortgage Files
|
16
|
|
Section
4.03
|
Servicing
Compensation
|
16
|
|
Section
4.04
|
Annual
Statement as to Compliance
|
17
|
|
Section
4.05
|
Annual
Independent Public Accountants’ Servicing Report
|
17
|
|
Section
4.06
|
Right
to Examine Interim Servicer Records
|
17
|
|
Section
4.07
|
Compliance
with Xxxxx-Xxxxx-Xxxxxx Act of 1999
|
17
|
|
ARTICLE
V
|
||
|
INTERIM
SERVICER TO COOPERATE
|
||
|
Section
5.01
|
Provision
of Information
|
18
|
|
Section
5.02
|
Financial
Statements; Servicing Facilities
|
18
|
|
ARTICLE
VI
|
||
|
TERMINATION
|
||
|
Section
6.01
|
Damages
|
18
|
|
Section
6.02
|
Termination
|
19
|
|
ARTICLE
VII
|
||
|
BOOKS
AND RECORDS
|
||
|
Section
7.01
|
Possession
of Servicing Files Prior to the Transfer Date
|
20
|
|
ARTICLE
VIII
|
||
|
INDEMNIFICATION
AND ASSIGNMENT
|
||
|
Section
8.01
|
Indemnification
|
21
|
|
Section
8.02
|
Limitation
on Liability of Interim Servicer and Others
|
21
|
|
Section
8.03
|
Limitation
on Resignation and Assignment by Interim Servicer
|
22
|
|
Section
8.04
|
Assignment
by Purchaser
|
22
|
|
ARTICLE
IX
|
||
|
REPRESENTATIONS
AND WARRANTIES OF SELLER
|
||
|
Section
9.01
|
Representations
and Warranties Regarding the Interim Servicer
|
23
|
-ii-
|
ARTICLE
X
|
||
|
DEFAULT
|
||
|
Section
10.01
|
Events
of Default
|
24
|
|
Section
10.02
|
Waiver
of Defaults
|
25
|
|
ARTICLE
XI
|
||
|
MISCELLANEOUS
PROVISIONS
|
||
|
Section
11.01
|
Notices
|
26
|
|
Section
11.02
|
Waivers
|
26
|
|
Section
11.03
|
Cooperation
of Interim Servicer with a Reconstitution
|
26
|
|
Section
11.04
|
Entire
Agreement; Amendment
|
28
|
|
Section
11.05
|
Execution;
Binding Effect
|
28
|
|
Section
11.06
|
Headings
|
28
|
|
Section
11.07
|
Applicable
Law
|
28
|
|
Section
11.08
|
Relationship
of Parties
|
28
|
|
Section
11.09
|
Severability
of Provisions
|
29
|
EXHIBITS
|
SCHEDULE
1
|
REQUIRED
FIELDS FOR MONTHLY REMITTANCE REPORT
|
|
EXHIBIT
1
|
FORM
OF MONTHLY REMITTANCE ADVICE
|
|
EXHIBIT
2
|
FORM
OF CUSTODIAL ACCOUNT CERTIFICATION
|
|
EXHIBIT
3
|
FORM
OF CUSTODIAL ACCOUNT LETTER AGREEMENT
|
|
EXHIBIT
4
|
FORM
OF ESCROW ACCOUNT CERTIFICATION
|
|
EXHIBIT
5
|
FORM
OF ESCROW ACCOUNT LETTER AGREEMENT
|
|
EXHIBIT
6
|
ANNUAL
CERTIFICATION
|
|
EXHIBIT
7
|
DELINQUENCY
COLLECTION POLICIES AND
PROCEDURES
|
-iii-
This
Flow
Interim Servicing Agreement (the “Agreement”)
is
entered into as of the 1st
day of
October, 2006, by and between GREENPOINT MORTGAGE FUNDING, INC.. (the
“Interim
Servicer”),
a New
York corporation and XXXXXXX XXXXX MORTGAGE COMPANY, a New York limited
partnership (the “Purchaser”).
WHEREAS,
the Purchaser and the Interim Servicer have entered into a Flow Mortgage
Loan
Purchase and Warranties Agreement dated as of the date hereof (the “Purchase
Agreement”)
pursuant to which, from time to time, the Purchaser shall purchase from the
Interim Servicer certain conventional, residential, fixed and adjustable
rate,
first and second lien mortgage loans (the “Mortgage
Loans”)
that
are being delivered as whole loans servicing released; and
WHEREAS,
the Purchaser desires to have the Interim Servicer service the Mortgage Loans
in
each Mortgage Loan Package during the period between the related Closing
Date
and the related Transfer Date (the “Interim
Period”),
the
Interim Servicer desires to service and administer such Mortgage Loans on
behalf
of the Purchaser during the Interim Period, and the parties desire to provide
the terms and conditions of such interim servicing by the Interim
Servicer.
NOW,
THEREFORE, in consideration of the mutual covenants made herein and for other
good and valuable consideration the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions.
All
capitalized terms not otherwise defined herein have the respective meanings
set
forth in the Purchase Agreement. The following terms are defined as follows
(except as otherwise agreed by the parties).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type
as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property
is
located and incorporating the Delinquency Collection Policies and
Procedures.
Agreement:
This
agreement between the Purchaser and the Interim Servicer for the interim
servicing and administration of the Mortgage Loans.
Ancillary
Income:
All
income derived from the Mortgage Loans (other than payments of principal,
interest, Escrow Payments, Servicing Fees and prepayment penalties attributable
to the Mortgage Loans), including but not limited to interest received on
funds
deposited in the Custodial Account or any Escrow Account, all late charges,
assumption fees, escrow account benefits, reinstatement fees, fees received
with
respect to checks on bank drafts returned by the related bank for insufficient
funds, assumption fees and similar types of fees arising from or in connection
with any Mortgage Loan to the extent not otherwise payable to the Mortgagor
under applicable law or pursuant to the terms of the related Mortgage
Note.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain
or
condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.
Custodial
Account:
The
separate account or accounts created and maintained pursuant to
Section 2.04.
Delinquency
Collection Policies and Procedures:
The
delinquency collection policies and procedures of the Interim Servicer, a
copy
of which is attached hereto as Exhibit 7.
Determination
Date:
With
respect to each Remittance Date, the date two Business Days prior to such
Remittance Date.
Eligible
Investments:
Any one
or more of the obligations and securities listed below which investment provides
for a date of maturity not later than one day prior to the Remittance Date
in
each month (or such other date as permitted under this Agreement):
(i) direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are
backed by the full faith and credit of the United States of America
(“Direct
Obligations”);
(ii) federal
funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories) incorporated or organized under
the
laws of the United States of America or any state thereof and subject to
supervision and examination by federal or state banking authorities, so long
as
at the time of such investment or the contractual commitment providing for
such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of
its
two highest long-term rating categories;
(iii) repurchase
agreements collateralized by Direct Obligations or securities guaranteed
by
Xxxxxx Mae or Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors’ Protection Corporation jurisdiction or any commercial bank
insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured
and unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
-2-
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation to exceed 20% of the aggregate
principal amount of all Eligible Investments in the Custodial Accounts and
the
Escrow Accounts; provided,
further,
that
such securities will not be Eligible Investments if they are published as
being
under review with negative implications from either Rating Agency;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 180 days after the date of issuance thereof) rated by each Rating
Agency in its highest short-term rating category;
(vi) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(vii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment rated in the highest rating
category by each Rating Agency;
provided,
however,
that
(a) any such instrument shall be acceptable to the Rating Agencies, and
(b) no such instrument shall be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect
to the obligations underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such instrument and
the
principal and interest payments with respect to such instrument provide a
yield
to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations.
Escrow
Account:
The
separate account or accounts created and maintained pursuant to
Section 2.06.
Escrow
Payment:
With
respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and any
other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
the Mortgage or any other document.
Event
of Default:
Any one
of the conditions or circumstances enumerated in
Section 10.01.
-3-
Fidelity
Bond:
A
fidelity bond to be maintained by the Interim Servicer pursuant to
Section 2.11.
Xxxxxx
Mae Guides:
The
Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all amendments
or additions thereto.
Fitch:
Fitch,
Inc., or its successor in interest.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring the
Mortgage Loan or the related Mortgaged Property.
Interim
Period:
The
period between the related Closing Date and the related Transfer
Date.
Liquidation
Proceeds: Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale or otherwise, or the sale of the related Mortgaged Property
if
the Mortgaged Property is acquired in satisfaction of the Mortgage
Loan.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the annual rate of interest remitted to the
Purchaser, which shall be equal to the Mortgage Interest Rate minus the
Servicing Fee.
Prime
Rate:
The
prime rate announced to be in effect from time to time, as published as the
average rate in The Wall Street Journal.
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan which is received
in
advance of its scheduled Due Date, including any prepayment penalty or premium
thereon and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment.
Purchase
Agreement:
The
Flow Mortgage Loan Purchase and Warranties Agreement between the Purchaser
and
the Seller related to the purchase of the Mortgage Loans dated as of the
date
hereof.
Qualified
Depository:
A
depository the accounts of which are insured by the FDIC.
Rating
Agency:
Any of
Fitch, Moody’s or Standard & Poor’s, or their respective successors
designated by the Purchaser.
Remittance
Date:
The
10th
Business
Day of each month.
REO
Property:
A
Mortgaged Property acquired by the Interim Servicer on behalf of the Purchaser
through foreclosure or by deed in lieu of foreclosure.
-4-
SAIF:
The
Savings Association Insurance Fund, or any successor thereto.
Securitization
Transfer:
The
sale or transfer of some or all of the Mortgage Loans to a trust or other
entity
as part of a publicly-offered or privately-placed, rated or unrated mortgage
pass-through or other mortgage-backed securities transaction.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable attorneys’ fees and disbursements) incurred in the
performance by the Interim Servicer of its servicing obligations, including,
but
not limited to, the cost of (a) the preservation, restoration and
protection of the Mortgaged Property, (b) any fees relating to any
enforcement or judicial proceedings, excluding foreclosures,
(c) foreclosure actions per FHLMC attorney fees and costs guidelines,
(d) the management and liquidation of the Mortgaged Property if the
Mortgaged Property is acquired in satisfaction of the Mortgage, (e) taxes,
assessments, water rates, sewer rents and other charges which are or may
become
a lien upon the Mortgaged Property and (f) compliance with the obligations
pursuant to the provisions of this Agreement.
Servicing
Fee:
With
respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall
pay to the Interim Servicer on each Remittance Date, which shall, for a period
of one full month, be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of such
Mortgage Loan as of the first day of such month. Such fee shall be payable
monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is computed
and, which amount shall be prorated for any portion of a month during which
the
Mortgage Loan is serviced by the Interim Servicer pursuant to this Agreement.
The obligation of the Purchaser to pay the Servicing Fee is limited to, and
the
Servicing Fee is payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds, to the extent permitted
by
Section 2.05) of such Monthly Payment collected by the Interim Servicer, or
as otherwise provided under Section 2.05.
Servicing
Fee Rate:
With
respect to any Mortgage Loan, the rate per annum set forth in the applicable
Trade Confirmation or Purchase Confirmation.
Servicing
File:
With
respect to each Mortgage Loan, the file retained by the Interim Servicer
consisting of copies of the Mortgage Loan Documents listed on Exhibit A
to the
Purchase Agreement and originals of all documents in the Mortgage File as
listed
on Exhibit B to the Purchase Agreement which are not delivered to the
Purchaser.
Standard &
Poor’s:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx
Companies Inc., and any successor thereto.
Transfer
Date:
The
date on which servicing shall be transferred to a successor servicer, which
shall be such date as mutually agreed to by the Interim Servicer and the
Purchaser.
-5-
ARTICLE
II
SERVICING
Section
2.01 Interim
Servicer to Act as Servicer.
With
respect to the Mortgage Loans in each Mortgage Loan Package purchased by
the
Purchaser, from and after the related Closing Date, the Interim Servicer,
as an
independent contractor, shall service and administer the Mortgage Loans during
the related Interim Period and shall have full power and authority to do
any and
all things in connection with such servicing and administration which the
Interim Servicer may deem necessary or desirable, consistent with the terms
of
this Agreement and with Accepted Servicing Practices.
The
Interim Servicer may not waive, modify or vary any term of any Mortgage Loan
or
consent to the postponement of strict compliance with any such term or in
any
manner grant indulgence to any Mortgagor. Without limiting the generality
of the
foregoing, the Interim Servicer shall continue, and is hereby authorized
and
empowered, to execute and deliver on behalf of itself and the Purchaser,
all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. If reasonably required
by
the Interim Servicer, the Purchaser shall furnish the Interim Servicer with
any
powers of attorney and other documents necessary or appropriate to enable
the
Interim Servicer to carry out its servicing and administrative duties under
this
Agreement.
In
servicing and administering the Mortgage Loans, the Interim Servicer shall
employ procedures (including collection procedures) and exercise the same
care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the requirements
of this Agreement, the Mortgage Loan Documents or applicable law, and the
Purchaser’s reliance on the Interim Servicer.
The
Interim Servicer shall keep at its servicing office books and records in
which,
subject to such reasonable regulations as it may prescribe, the Interim Servicer
shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may
be
made unless such transfer is in compliance with the terms hereof. For the
purposes of this Agreement, Interim Servicer shall be under no obligation
to
deal with any Person with respect to this Agreement or the Mortgage Loans
unless
the Interim Servicer has been notified of such transfers as provided in this
Section 2.01. The Purchaser may sell and transfer, in whole or in part, the
Mortgage Loans. Upon notice thereof, Interim Servicer shall xxxx its books
and
records to reflect the ownership of the Mortgage Loans by such assignee,
and the
previous Purchaser shall be released from its obligations hereunder. This
Agreement shall be binding upon and inure to the benefit of the Purchaser
and
Interim Servicer and their permitted successors, assignees and
designees.
Section
2.02 Liquidation
of Mortgage Loans.
In the
event that any payment due under any Mortgage Loan and not postponed pursuant
to
Section 2.01 is not paid when the same becomes due and payable, or in the
event the Mortgagor fails to perform any other covenant or obligation under
the
Mortgage Loan and such failure continues beyond any applicable grace period,
the
Interim Servicer shall take such action as (1) the Interim Servicer would
take under similar circumstances with respect to a similar mortgage loan
held
for its own account for investment, (2) shall be consistent with Accepted
Servicing Practices, (3) the Interim Servicer shall determine prudently to
be in the best interest of Purchaser.
-6-
Section
2.03 Collection
of Mortgage Loan Payments.
Continuously from the date hereof until the related Transfer Date, the
Interim Servicer shall proceed diligently to collect all payments due under
each
of the Mortgage Loans when the same shall become due and payable and shall
take
special care in ascertaining and estimating Escrow Payments and all other
charges that will become due and payable with respect to the Mortgage Loans
and
each related Mortgaged Property, to the end that the installments payable
by the
Mortgagors will be sufficient to pay such charges as and when they become
due
and payable.
Section
2.04 Establishment
of and Deposits to Custodial Account.
The
Interim Servicer shall segregate and hold all funds collected and received
pursuant to the Mortgage Loans separate and apart from any of its own funds
and
general assets and shall establish and maintain one or more Custodial Accounts,
in the form of time deposit or demand accounts, titled “GreenPoint Mortgage
Funding, Inc. in trust for Xxxxxxx Xxxxx Mortgage Company, Residential Fixed
and
Adjustable Rate Mortgage Loans, and various Mortgagors.” The Custodial Account
shall be established with a Qualified Depository acceptable to the Purchaser.
The Interim Servicer and the Purchaser intend that the Custodial Account
be a
special deposit account. Any funds deposited in the Custodial Account shall
at
all times be fully insured to the full extent permitted under applicable
law.
Funds deposited in the Custodial Account may be drawn on by the Interim Servicer
in accordance with Section 2.05. The creation of any Custodial Account
shall be evidenced by a certification in the form of Exhibit 2 hereto, in
the case of an account established with the Interim Servicer, or by a letter
agreement in the form of Exhibit 3 hereto, in the case of an account held
by a depository other than the Interim Servicer. A copy of such certification
or
letter agreement shall be furnished to the Purchaser and, upon request, to
any
subsequent Purchaser.
The
Interim Servicer shall deposit in the Custodial Account on a daily basis,
and
retain therein, the following collections received by the Interim Servicer
after
the related Cut-off Date, or received by the Servicer prior to the Cut-off
Date
but allocable to a period subsequent thereto:
(i) all
payments on account of principal on the Mortgage Loans including all Principal
Prepayments;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all
Liquidation Proceeds;
(iv) all
Insurance Proceeds including amounts required to be deposited pursuant to
Section 2.10 (other than proceeds to be held in the Escrow Account and
applied to the restoration or repair of the Mortgaged Property or released
to
the Mortgagor in accordance with Section 2.13);
-7-
(v) all
Condemnation Proceeds which are not applied to the restoration or repair
of the
Mortgaged Property or released to the Mortgagor in accordance with
Section 2.15;
(vi) any
amount required to be deposited in the Custodial Account pursuant to
Section 2.01, 2.09, 3.01, 4.01 or 4.02;
(vii) any
amounts payable in connection with the repurchase of any Mortgage Loan pursuant
to the Purchase Agreement; and
(viii) any
prepayment penalties received with respect to any Mortgage Loan;
The
foregoing requirements for deposit into the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges and assumption
fees, to the extent permitted by Section 4.01, need not be deposited by the
Interim Servicer into the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue
to
the benefit of the Interim Servicer and the Interim Servicer shall be entitled
to retain and withdraw such interest from the Custodial Account pursuant
to
Section 2.05.
Section
2.05 Permitted
Withdrawals From Custodial Account.
The
Interim Servicer shall, from time to time, withdraw funds from the Custodial
Account for the following purposes:
(i) to
make
payments to the Purchaser in the amounts and in the manner provided for in
Section 3.01;
(ii) to
reimburse itself for unreimbursed Servicing Advances, and any unpaid Servicing
Fees, the Interim Servicer’s right to reimburse itself pursuant to this
subclause (ii) with respect to any Mortgage Loan being limited to
related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and
such
other amounts as may be collected by the Interim Servicer from the Mortgagor
or
otherwise relating to the Mortgage Loan, it being understood that, in the
case
of any such reimbursement, the Interim Servicer’s right thereto shall be prior
to the rights of the Purchaser except that, where the Interim Servicer is
required to repurchase a Mortgage Loan pursuant to the Purchase Agreement
or
Section 4.02 of this Agreement, the Interim Servicer’s right to such
reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required
to be
paid to the Purchaser with respect to such Mortgage Loan;
(iii) to
pay
itself pursuant to Section 4.03, as servicing compensation, interest on
funds deposited in the Custodial Account;
(iv) to
reimburse itself for expenses incurred and reimbursable to it pursuant to
Section 4.03;
(v) to
clear
and terminate the Custodial Account upon the termination of this Agreement;
and
-8-
(vi) to
withdraw funds deposited in error.
Section
2.06 Establishment
of and Deposits to Escrow Account.
The
Interim Servicer shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart
from
any of its own funds and general assets and shall establish and maintain
one or
more Escrow Accounts, in the form of time deposit or demand accounts, titled,
“GreenPoint Mortgage Funding, Inc., in trust for Xxxxxxx Sachs Mortgage Company
Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors”.
The Escrow Accounts shall be established with a Qualified Depository, in
a
manner which shall provide maximum available insurance thereunder. The Interim
Servicer and the Purchaser intend that the Escrow Accounts be special deposit
accounts. Funds deposited in the Escrow Account may be drawn on by the Interim
Servicer in accordance with Section 2.07. The creation of any Escrow
Account shall be evidenced by a certification in the form of Exhibit 4
hereto, in the case of an account established with the Interim Servicer,
or by a
letter agreement in the form of Exhibit 5 hereto, in the case of an account
held by a depository other than the Interim Servicer. A copy of such
certification shall be furnished to the Purchaser and, upon request, to any
subsequent Purchaser.
The
Interim Servicer shall deposit in the Escrow Account or Accounts on a daily
basis, and retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms of
this
Agreement; and
(ii) all
amounts representing Insurance Proceeds or Condemnation Proceeds which are
to be
applied to the restoration or repair of any Mortgaged Property.
The
Interim Servicer shall make withdrawals from the Escrow Account only to effect
such payments as are required under this Agreement, as set forth in
Section 2.07. The Interim Servicer shall be entitled to retain any interest
paid on funds deposited in the Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the Interim Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.
Section
2.07 Permitted
Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Interim
Servicer only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums
or
other items constituting Escrow Payments for the related Mortgage;
(ii) to
reimburse the Interim Servicer for any Servicing Advance made by the Interim
Servicer pursuant to Section 2.08 with respect to a related Mortgage Loan,
but only from amounts received on the related Mortgage Loan which represent
late
collections of Escrow Payments thereunder;
-9-
(iii) to
refund
to any Mortgagor any funds found to be in excess of the amounts required
under
the terms of the related Mortgage Loan;
(iv) for
transfer to the Custodial Account and application to reduce the principal
balance of the Mortgage Loan in accordance with the terms of the related
Mortgage and Mortgage Note;
(v) for
application to restoration or repair of the Mortgaged Property in accordance
with the procedures outlined in Section 2.13;
(vi) to
pay to
the Interim Servicer, or any Mortgagor to the extent required by law, any
interest paid on the funds deposited in the Escrow Account;
(vii) to
clear
and terminate the Escrow Account on the termination of this Agreement;
and
(viii) to
withdraw funds deposited in error.
Section
2.08 Payment
of Taxes, Insurance and Other Charges.
With
respect to each Mortgage Loan, the Interim Servicer shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water
rates,
sewer rents, and other charges which are or may become a lien upon the Mortgaged
Property and the status of fire and hazard insurance coverage and shall obtain,
from time to time, all bills for the payment of such charges (including renewal
premiums) and shall effect payment thereof prior to the applicable penalty
or
termination date, employing for such purpose deposits of the Mortgagor in
the
Escrow Account which shall have been estimated and accumulated by the Interim
Servicer in amounts sufficient for such purposes, as allowed under the terms
of
the Mortgage. To the extent that a Mortgage does not provide for Escrow
Payments, the Interim Servicer shall determine that any such payments are
made
by the Mortgagor at the time they first become due. The Interim Servicer
assumes
full responsibility for the timely payment of all such bills and shall effect
timely payment of all such charges irrespective of each Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments,
and the
Interim Servicer shall make advances from its own funds to effect such
payments.
Section
2.09 Protection
of Accounts.
The
Interim Servicer may transfer the Custodial Account or the Escrow Account
to a
different Qualified Depository from time to time. Such transfer shall be
made
only upon obtaining the consent of the Purchaser, which consent shall not
be
withheld unreasonably.
The
Interim Servicer shall bear any expenses, losses or damages sustained by
the
Purchaser because the Custodial Account and/or the Escrow Account are not
demand
deposit accounts.
-10-
Amounts
on deposit in the Custodial Account and the Escrow Account may at the option
of
the Interim Servicer be invested in Eligible Investments; provided
that in
the event that amounts on deposit in the Custodial Account or the Escrow
Account
exceed the amount fully insured by the FDIC (the “Insured
Amount”)
the
Interim Servicer shall be obligated to invest the excess amount over the
Insured
Amount in Eligible Investments on the same Business Day as such excess amount
becomes present in the Custodial Account or the Escrow Account. Any such
Eligible Investment shall mature no later than the Determination Date next
following the date of such Eligible Investment, provided,
however,
that if
such Eligible Investment is an obligation of a Qualified Depository (other
than
the Interim Servicer) that maintains the Custodial Account or the Escrow
Account, then such Eligible Investment may mature on such Remittance Date.
Any
such Eligible Investment shall be made in the name of the Interim Servicer
in
trust for the benefit of the Purchaser. All income on or gain realized from
any
such Eligible Investment shall be for the benefit of the Interim Servicer
and
may be withdrawn at any time by the Interim Servicer. Any losses incurred
in
respect of any such investment shall be deposited in the Custodial Account
or
the Escrow Account, by the Interim Servicer out of its own funds immediately
as
realized.
Section
2.10 Maintenance
of Hazard Insurance.
The
Interim Servicer shall cause to be maintained for each Mortgage Loan, hazard
insurance such that all buildings upon the Mortgaged Property are insured
by a
generally acceptable insurer rated A:VI or better in the current Best’s Key
Rating Guide (“Best’s”)
against loss by fire, hazards of extended coverage and such other hazards
as are
customary in the area where the Mortgaged Property is located, in an amount
which is at least equal to the lesser of (i) the maximum insurable value of
the improvements securing such Mortgage Loan and (ii) the greater of
(a) the outstanding principal balance of the Mortgage Loan and (b) an
amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor or the loss payee from becoming a co-insurer.
If
upon
origination of the Mortgage Loan, the related Mortgaged Property was located
in
an area identified in the Federal Register by the Flood Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made
available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier rated A:VI or better in Best’s in an amount
representing coverage equal to the lesser of (i) the minimum amount
required, under the terms of coverage, to compensate for any damage or loss
on a
replacement cost basis (or the unpaid balance of the mortgage if replacement
cost coverage is not available for the type of building insured) and
(ii) the maximum amount of insurance which is available under the Flood
Disaster Protection Act of 1973, as amended. If at any time during the term
of
the Mortgage Loan, the Interim Servicer determines in accordance with applicable
law and pursuant to the Xxxxxx Xxx Guides that a Mortgaged Property is located
in a special flood hazard area and is not covered by flood insurance or is
covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Interim Servicer shall notify the
related Mortgagor that the Mortgagor must obtain such flood insurance coverage,
and if said Mortgagor fails to obtain the required flood insurance coverage
within forty-five (45) days after such notification, the Interim Servicer
shall immediately force place the required flood insurance on the Mortgagor’s
behalf.
If
a
Mortgage is secured by a unit in a condominium project, the Interim Servicer
shall verify that the coverage required of the owner’s association, including
hazard, flood, liability, and fidelity coverage, is being maintained in
accordance with then current Xxxxxx Mae requirements, and secure from the
owner’s association its agreement to notify the Interim Servicer promptly of any
change in the insurance coverage or of any condemnation or casualty loss
that
may have a material effect on the value of the Mortgaged Property as
security.
-11-
The
Interim Servicer shall cause to be maintained on each Mortgaged Property
earthquake or such other or additional insurance as may be required pursuant
to
such applicable laws and regulations as shall at any time be in force and
as
shall require such additional insurance, or pursuant to the requirements
of any
private mortgage guaranty insurer, or as may be required to conform with
Accepted Servicing Practices.
In
the
event that the Purchaser or the Interim Servicer shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and
risks
not covered by the insurance required to be maintained by the Mortgagor pursuant
to the terms of the Mortgage, the Interim Servicer shall communicate and
consult
with the Mortgagor with respect to the need for such insurance and bring
to the
Mortgagor’s attention the desirability of protection of the Mortgaged
Property.
All
policies required hereunder shall name the Interim Servicer as loss payee
and
shall be endorsed with standard or New York mortgagee clauses, without
contribution, which shall provide for at least 30 days prior written notice
of any cancellation, reduction in amount or material change in
coverage.
The
Interim Servicer shall not interfere with the Mortgagor’s freedom of choice in
selecting either his insurance carrier or agent, provided,
however,
that
the Interim Servicer shall not accept any such insurance policies from insurance
companies unless such companies are rated A:VI or better in Best’s and are
licensed to do business in the jurisdiction in which the Mortgaged Property
is
located. The Interim Servicer shall determine that such policies provide
sufficient risk coverage and amounts, that they insure the property owner,
and
that they properly describe the property address. The Interim Servicer shall
furnish to the Mortgagor a formal notice of expiration of any such insurance
in
sufficient time for the Mortgagor to arrange for renewal coverage by the
expiration date; provided,
however,
that in
the event that no such notice is furnished by the Interim Servicer, the Interim
Servicer shall ensure that replacement insurance policies are in place in
the
required coverages and the Interim Servicer shall be solely liable for any
losses in the event coverage is not provided.
Pursuant
to Section 2.04, any amounts collected by the Interim Servicer under any
such policies (other than amounts to be deposited in the Escrow Account and
applied to the restoration or repair of the related Mortgaged Property, or
property acquired in liquidation of the Mortgage Loan, or to be released
to the
Mortgagor, in accordance with the Interim Servicer’s normal servicing procedures
as specified in Section 2.13) shall be deposited in the Custodial Account
subject to withdrawal pursuant to Section 2.05.
Section
2.11 Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
The
Interim Servicer shall maintain with responsible companies, at its own expense,
a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with
broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating
to
the Mortgage Loans (“Interim
Servicer Employees”).
Any
such Fidelity Bond and Errors and Omissions Insurance Policy shall be in
the
form of the Mortgage Banker’s Blanket Bond and shall protect and insure the
Interim Servicer against losses, including forgery, theft, embezzle-ment,
fraud,
errors and omissions and negligent acts of such Interim Servicer Employees.
Such
Fidelity Bond and Errors and Omissions Insurance Policy also shall protect
and
insure the Interim Servicer against losses in connection with the release
or
satisfaction of a Mortgage Loan without having obtained payment in full of
the
indebtedness secured thereby. No provision of this Section 2.11 requiring
such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish
or
relieve the Interim Servicer from its duties and obligations as set forth
in
this Agreement. The minimum coverage under any such bond and insurance policy
shall be at least equal to the corresponding amounts required by Xxxxxx Xxx
in
the Xxxxxx Mae Guides or by Xxxxxxx Mac in the Xxxxxxx Xxx Xxxxxxx’ &
Servicers’ Guide. Upon the request of the Purchaser, the Interim Servicer shall
cause to be delivered to the Purchaser a certified true copy of such fidelity
bond and insurance policy and a statement from the surety and the insurer
that
such fidelity bond and insurance policy shall in no event be terminated or
materially modified without 30 days’ prior written notice to the
Purchaser.
-12-
Section
2.12 Inspections.
The
Servicer shall inspect the Mortgaged Property as often as deemed necessary
by
the Servicer to assure itself that the value of the Mortgaged Property is
being
preserved. In addition, if any Mortgage Loan is more than 60 days
delinquent, the Servicer immediately shall inspect the Mortgaged Property
(provided
that if
the Servicer is in communication with the Mortgagor with respect to bringing
the
Mortgage Loan current the Servicer shall conduct inspections in accordance
with
Accepted Servicing Practices) and shall conduct subsequent inspections in
accordance with Accepted Servicing Practices or as may be required by the
primary mortgage guaranty insurer. The Servicer shall keep a written report
of
each such inspection.
Section
2.13 Restoration
of Mortgaged Property.
The
Interim Servicer need not obtain the approval of the Purchaser prior to
releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor
to be
applied to the restoration or repair of the Mortgaged Property if such release
is in accordance with Accepted Servicing Practices. At a minimum, the Interim
Servicer shall comply with the following conditions in connection with any
such
release of Insurance Proceeds or Condemnation Proceeds:
(i) the
Interim Servicer shall receive satisfactory independent verification of
completion of repairs and issuance of any required approvals with respect
thereto;
(ii) the
Interim Servicer shall take all steps necessary to preserve the priority
of the
lien of the Mortgage, including, but not limited to requiring waivers with
respect to mechanics’ and materialmen’s liens;
(iii) the
Interim Servicer shall verify that the Mortgage Loan is not in default;
and
(iv) pending
repairs or restoration, the Interim Servicer shall place the Insurance Proceeds
or Condemnation Proceeds in the Escrow Account.
If
the
Purchaser is named as an additional loss payee, the Interim Servicer is hereby
empowered to endorse any loss draft issued in respect of such a claim in
the
name of the Purchaser.
-13-
Section
2.14 Liquidation
Reports.
Upon the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Purchaser pursuant to a deed in lieu of foreclosure, the Interim Servicer
shall
submit to the Purchaser a liquidation report with respect to such Mortgaged
Property.
Section
2.15 Notification
of Adjustments.
With
respect to each Mortgage Loan, the Interim Servicer shall adjust the Mortgage
Interest Rate on the related Interest Rate Adjustment Date in compliance
with
the requirements of applicable law and the related Mortgage and Mortgage
Note.
The Interim Servicer shall execute and deliver any and all necessary notices
required under applicable law and the terms of the related Mortgage Note
and
Mortgage regarding the Mortgage Interest Rate adjustments. The Interim Servicer
shall promptly, upon written request therefor, deliver to the Purchaser such
notifications and any additional applicable data regarding such adjustments
and
the methods used to calculate and implement such adjustments. Upon the discovery
by the Interim Servicer or the receipt of notice from the Purchaser that
the
Interim Servicer has failed to adjust a Mortgage Interest Rate in accordance
with the terms of the related Mortgage Note, the Interim Servicer shall
immediately deposit in the Custodial Account from its own funds the amount
of
any interest loss or deferral caused the Purchaser thereby.
Section
2.16 Reports
of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property,
the
Interim Servicer shall report such foreclosure or abandonment as required
pursuant to Section 6050J of the Code.
Section
2.17 Credit
Reporting.
The
Interim Servicer shall report the Mortgagor credit files to each of the three
credit repositories on a monthly basis in a timely manner.
ARTICLE
III
PAYMENTS
TO PURCHASER
Section
3.01 Remittances.
On each
Remittance Date the Interim Servicer shall remit by wire transfer of immediately
available funds to the Purchaser all amounts deposited in the Custodial
Account as of the close of business on the Determination Date (net of charges
against or withdrawals from the Custodial Account pursuant to
Section 2.05).
With
respect to any remittance received by the Purchaser after the second Business
Day following the Business Day on which such payment was due, the Interim
Servicer shall pay to the Purchaser interest on any such late payment at
an
annual rate equal to the Prime Rate, adjusted as of the date of each change,
plus three percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the Custodial
Account by the Interim Servicer on the date such late payment is made and
shall
cover the period commencing with the day the payment was due and ending with
the
Business Day on which such payment is made, both inclusive. Such interest
shall
be remitted along with the distribution payable on the next succeeding
Remittance Date. The payment by the Interim Servicer of any such interest
shall
not be deemed an extension of time for payment or a waiver of any Event of
Default by the Interim Servicer.
-14-
Section
3.02 Statements
to Purchaser.
Not
later than the date which is two Business Days prior to the Remittance Date,
the
Interim Servicer shall furnish to the Purchaser a Monthly Remittance Advice,
with a trial balance report attached thereto in the form of Exhibit 1
annexed
hereto in hard copy and electronic medium mutually acceptable to the parties
as
to the preceding remittance and the period ending on the preceding Determination
Date. At a minimum, the trial balance report must contain the fields attached
hereto on Schedule
1.
In
addition, not more than 60 days after the end of each calendar year, the
Interim Servicer shall furnish to each Person who was a Purchaser at any
time
during such calendar year an annual statement in accordance with the
requirements of applicable federal income tax law as to the aggregate of
remittances for the applicable portion of such year.
Such
obligation of the Interim Servicer shall be deemed to have been satisfied
to the
extent that substantially comparable information shall be provided by the
Interim Servicer pursuant to any requirements of the Internal Revenue Code
as
from time to time are in force.
The
Interim Servicer shall prepare and file any and all tax returns, information
statements or other filings required to be delivered to any governmental
taxing
authority or to the Purchaser pursuant to any applicable law with respect
to the
Mortgage Loans and the transactions contemplated hereby. In addition, the
Interim Servicer shall provide the Purchaser with such information concerning
the Mortgage Loans as is necessary for the Purchaser to prepare its federal
income tax return as the Purchaser may reasonably request from time to
time.
Section
3.03 Advances
by Interim Servicer.
Except
as otherwise provided herein, the Interim Servicer shall be entitled to first
priority reimbursement pursuant to Section 2.07 hereof for Servicing
Advances from recoveries from the related Mortgagor or from all Liquidation
Proceeds and other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the related Mortgage Loan.
ARTICLE
IV
GENERAL
SERVICING PROCEDURES
Section
4.01 Transfers
of Mortgaged Property.
The
Interim Servicer shall use its best efforts to enforce any “due-on-sale”
provision contained in any Mortgage or Mortgage Note and to deny assumption
by
the person to whom the Mortgaged Property has been or is about to be sold
whether by absolute conveyance or by contract of sale, and whether or not
the
Mortgagor remains liable on the Mortgage and the Mortgage Note. When the
Mortgaged Property has been conveyed by the Mortgagor, the Interim Servicer
shall, to the extent it has knowledge of such conveyance, exercise its rights
to
accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause applicable thereto.
-15-
If
the
Interim Servicer reasonably believes it is unable under applicable law to
enforce such “due-on-sale” clause, the Interim Servicer shall enter into
(i) an assumption and modification agreement with the person to whom such
property has been conveyed, pursuant to which such person becomes liable
under
the Mortgage Note and the original Mortgagor remains liable thereon or
(ii) in the event the Interim Servicer is unable under applicable law to
require that the original Mortgagor remain liable under the Mortgage Note
and
the Interim Servicer has the prior consent of the primary mortgage guaranty
insurer, a substitution of liability agreement with the purchaser of the
Mortgaged Property pursuant to which the original Mortgagor is released from
liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. If an assumption fee
is
collected by the Interim Servicer for entering into an assumption agreement,
a
portion of such fee, up to an amount equal to one-half of one percent (0.5%)
of
the outstanding principal balance of the related Mortgage Loan, will be retained
by the Interim Servicer as additional servicing compensation, and any portion
thereof in excess of one-half of one percent (0.5%) shall be deposited in
the
Custodial Account for the benefit of the Purchaser. In connection with any
such
assumption, neither the Mortgage Interest Rate borne by the related Mortgage
Note, the term of the Mortgage Loan nor the outstanding principal amount
of the
Mortgage Loan shall be changed.
To
the
extent that any Mortgage Loan is assumable, the Interim Servicer shall inquire
diligently into the creditworthiness of the proposed transferee, and shall
use
the underwriting criteria for approving the credit of the proposed transferee
which are used by the Sellers and their affiliates with respect to underwriting
mortgage loans of the same type as the Mortgage Loans. If the credit of the
proposed transferee does not meet such underwriting criteria, the Interim
Servicer diligently shall, to the extent permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
Loan.
Section
4.02 Satisfaction
of Mortgages and Release of Mortgage Files.
Upon the
payment in full of any Mortgage Loan, or the receipt by the Interim Servicer
of
a notification that payment in full will be escrowed in a manner customary
for
such purposes, the Interim Servicer shall notify the Purchaser in the Monthly
Remittance Advice as provided in Section 3.02, and may request the release
of any Mortgage Loan Documents from the Purchaser in accordance with this
Section 4.02 hereof.
If
the
Interim Servicer satisfies or releases a Mortgage without first having obtained
payment in full of the indebtedness secured by the Mortgage or should the
Interim Servicer otherwise prejudice any rights the Purchaser may have under
the
mortgage instruments, upon written demand of the Purchaser, the Interim Servicer
shall repurchase the related Mortgage Loan at the Repurchase Price by deposit
thereof in the Custodial Account within 2 Business Days of receipt of such
demand by the Purchaser. The Interim Servicer shall maintain the Fidelity
Bond
and Errors and Omissions Insurance Policy as provided for in Section 2.11
insuring the Interim Servicer against any loss it may sustain with respect
to
any Mortgage Loan not satisfied in accordance with the procedures set forth
herein.
Section
4.03 Servicing
Compensation.
As
consideration for servicing the Mortgage Loans during the period from the
Closing Date up to but not including the Transfer Date, the Seller shall
retain
the Servicing Fee.
Additional
servicing compensation in the form of Ancillary Income shall be retained
by the
Interim Servicer to the extent not required to be deposited in the Custodial
Account. The Interim Servicer shall be required to pay all expenses incurred
by
it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided for
herein.
-16-
Section
4.04 Annual
Statement as to Compliance.
So long
as any Mortgage Loans are being serviced hereunder, the Interim Servicer
shall
deliver to the Purchaser, on or before March 1st each year beginning March
1,
2007, and on the related Transfer Date an Officer’s Certificate, stating that
(i) a review of the activities of the Interim Servicer during the preceding
calendar year and of performance under this Agreement has been made under
such
officer’s supervision, and (ii) the Interim Servicer has complied fully with the
provisions of Article II and Article IV, and (iii) to the best of such officer’s
knowledge, based on such review, the Interim Servicer has fulfilled all 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 and the action being
taken by the Interim Servicer to cure such default. In the event that the
Interim Servicer is servicing in a securitization, the Interim Servicer shall
deliver to the Purchaser, on or before March 1st each year beginning March
1,
2007, a certification using the language supplied by the Purchaser in the
form
of Exhibit
6
hereto.
Section
4.05 Annual
Independent Public Accountants’ Servicing Report.
So long
as any Mortgage Loans are being serviced hereunder, on or before March 1st
of
each year beginning March 1, 2007, the Interim Servicer, at its expense,
shall
cause a firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement to each
Purchaser to the effect that such firm has examined certain documents and
records relating to the servicing of the Mortgage Loans and this Agreement
and
that such firm is of the opinion that the provisions of Article II and Article
III have been complied with, and that, on the basis of such examination
conducted substantially in compliance with the Single Audit Program for Mortgage
Bankers, nothing has come to their attention which would indicate that such
servicing has not been conducted in compliance therewith, except for (i)
such
exceptions as such firm shall believe to be immaterial, and (ii) such other
exceptions as shall be set forth in such statement.
Section
4.06 Right
to Examine Interim Servicer Records
. So
long as any Mortgage Loans are being serviced hereunder and for a reasonable
period after servicing has been transferred, the Purchaser shall have the
right
to examine and audit any and all of the books, records, or other material
information of the Interim Servicer, whether held by the Interim Servicer
or by
another on its behalf, with respect to or concerning this Agreement or the
Mortgage Loans, during business hours or at such other times as may be
reasonable under applicable circumstances, upon reasonable advance
notice.
Section
4.07 Compliance
with Xxxxx-Xxxxx-Xxxxxx Act of 1999 .
With
respect to each Mortgage Loan and the related Mortgagor, the Interim Servicer
shall comply with Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as
amended, and all applicable regulations and guidelines promulgated thereunder,
and shall provide all notices required thereunder using the notice language
supplied by the Purchaser.
-17-
ARTICLE
V
INTERIM
SERVICER TO COOPERATE
Section
5.01 Provision
of Information.
During
the term of this Agreement, the Interim Servicer shall furnish to the Purchaser
such periodic, special, or other reports or information, whether or not provided
for herein, as shall be necessary, reasonable, or appropriate with respect
to
the Purchaser or the purposes of this Agreement. All such reports or information
shall be provided by and in accordance with all reasonable instructions and
directions which the Purchaser may give.
The
Interim Servicer shall execute and deliver all such instruments and take
all
such action as the Purchaser may reasonably request from time to time, in
order
to effectuate the purposes and to carry out the terms of this
Agreement.
Section
5.02 Financial
Statements; Servicing Facilities.
So long
as any Mortgage Loan are being serviced hereunder and for a reasonable period
after servicing has been transferred, in connection with marketing the Mortgage
Loans, the Purchaser may make available to a prospective Purchaser a
Consolidated Statement of Operations of the Interim Servicer for the most
recently completed three fiscal years for which such a statement is
available, as well as a Consolidated Statement of Condition at the end of
the
last two fiscal years covered by such Consolidated Statement of Operations.
The Interim Servicer also shall make available any comparable interim statements
to the extent any such statements have been prepared by or on behalf of the
Interim Servicer (and are available upon request to members or stockholders
of
the Interim Servicer or to the public at large). If it has not already done
so,
the Interim Servicer shall furnish promptly to the Purchaser copies of the
statement specified above.
So
long
as any Mortgage Loan are being serviced hereunder and for a reasonable period
after servicing has been transferred, the Interim Servicer shall make available
to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions respecting recent
developments affecting the Interim Servicer or the financial statements of
the
Interim Servicer, and to permit any prospective Purchaser to inspect the
Interim
Servicer’s servicing facilities for the purpose of satisfying such prospective
Purchaser that the Interim Servicer has the ability to service the Mortgage
Loans as provided in this Agreement.
ARTICLE
VI
TERMINATION
Section
6.01 Damages.
The
Purchaser shall have the right at any time to seek and recover from the Interim
Servicer any damages or losses suffered by it as a result of any failure
by the
Interim Servicer to observe or perform any duties, obligations, covenants
or
agreements herein contained or contained in the Purchase Agreement, or as
a
result of a party’s failure to remain an approved Xxxxxx Xxx or Xxxxxxx Mac
mortgage servicer.
-18-
Section
6.02 Termination.
This
Agreement shall terminate with respect to the Mortgage Loans or portion thereof
transferred on the related Transfer Date or on such other date as mutually
agreed upon by the Purchaser and the Interim Servicer. The Purchaser may
elect
to terminate this Agreement and transfer the servicing from the Interim Servicer
prior to the related Transfer Date with respect to all or any portion of
the
Mortgage Loans by providing written notice to the Interim Servicer at least
30 days prior to the date on which it intends to transfer the servicing of
its intent to transfer the servicing from the Interim Servicer.
In
the
event the Interim Servicer is terminated pursuant to the terms of this
Agreement, the Interim Servicer agrees to cooperate with the Purchaser and
with
any party designated as the successor servicer or subservicer in transferring
the servicing to such successor servicer. In addition, the Interim Servicer
shall be responsible for notifying the related mortgagors of any transfer
of
servicing in accordance with the requirements of the RESPA and the Xxxxxxxx
Xxxxxxxx National Affordable Housing Act of 1990, as amended.
On
or
before the related Transfer Date or such other date specified by the Purchaser
in accordance with this paragraph (a) for the transfer of servicing
from the Interim Servicer, the Interim Servicer shall prepare, execute and
deliver to the successor entity designated by the Purchaser any and all
documents and other instruments, place in such successor’s possession all
Mortgage Loan Documents necessary or appropriate to effect the purposes of
such
notice of termination, including but not limited to the transfer and endorsement
or assignment of the Mortgage Loans and related documents, at the Interim
Servicer’s sole expense. The Interim Servicer shall cooperate with the Purchaser
and such successor in effecting the termination of the Interim Servicer’s
responsibilities and rights hereunder.
On
the
related Transfer Date for each Mortgage Loan, this Agreement, except for
Articles VI, VIII, IX and X which shall survive the related Transfer Date,
shall terminate.
(a) Servicing
Advances.
On or
before the date which is five (5) days after the related Transfer Date, the
Purchaser or its designee shall reimburse the Interim Servicer for any Servicing
Advances with respect to any Mortgage Loan. This Section 6.02(b) shall
survive the related Transfer Date; provided
that
neither the Purchaser nor its designee shall be obligated to reimburse the
Interim Servicer for any Servicing Advances which are reasonably deemed to
be
nonrecoverable by the Purchaser or its designee as of the related Transfer
Date
in its sole reasonable discretion.
(b) Additional
Termination Provisions.
Notwithstanding and in addition to the foregoing, in the event that (i) a
Mortgage Loan becomes delinquent for a period of 90 days or more (a
“Delinquent
Mortgage Loan”)
or
(ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its
election terminate this Agreement with respect to such Delinquent Mortgage
Loan
or REO Property, upon 15 days’ written notice to the Interim Servicer, and
have servicing transferred to a successor servicer.
-19-
ARTICLE
VII
BOOKS
AND RECORDS
Section
7.01 Possession
of Servicing Files Prior to the Transfer Date.
Prior to
the related Transfer Date, the contents of each Servicing File are and shall
be
held in trust by the Interim Servicer for the benefit of the Purchaser as
the
owner thereof. The Interim Servicer shall maintain in the Servicing File
a copy
of the contents of each Mortgage File and the originals of the documents
in each
Mortgage File not delivered to the Purchaser. The possession of the Servicing
File by the Interim Servicer is at the will of the Purchaser for the sole
purpose of servicing the related Mortgage Loan, pursuant to this Agreement,
and
such retention and possession by the Interim Servicer is in its capacity
as
Servicer only and at the election of the Purchaser. The Interim Servicer
shall
release its custody of the contents of any Servicing File only in accordance
with written instructions from the Purchaser, unless such release is required
as
incidental to the Interim Servicer’s servicing of the Mortgage Loans pursuant to
this Agreement, or is in connection with a repurchase of any Mortgage Loan
pursuant to the Purchase Agreement.
The
Interim Servicer shall be responsible for maintaining, and shall maintain,
a
complete set of books and records for each Mortgage Loan which shall be marked
clearly to reflect the ownership of each Mortgage Loan by the Purchaser.
In
particular, the Interim Servicer shall maintain in its possession, available
for
inspection by the Purchaser or its designee, and shall deliver to the Purchaser
or its designee upon demand, evidence of compliance with all federal, state
and
local laws, rules and regulations, and requirements of Xxxxxx Xxx or Xxxxxxx
Mac, including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster Protection
Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage and eligibility of any condominium project for approval
by
Xxxxxx Mae and periodic inspection reports as required by
Section 2.12.
The
Interim Servicer shall keep at its servicing office books and records in
which,
subject to such reasonable regulations as it may prescribe, the Interim Servicer
shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may
be
made unless such transfer is in compliance with the terms hereof. For the
purposes of this Agreement, the Interim Servicer shall be under no obligation
to
deal with any person with respect to this Agreement or the Mortgage Loans
unless
the books and records show such person as the owner of the Mortgage Loan.
The
Purchaser may, subject to the terms of this Agreement, sell or transfer one
or
more of the Mortgage Loans. The Purchaser also shall advise the Interim Servicer
of the transfer. Upon receipt of notice of the transfer, the Interim Servicer
shall xxxx its books and records to reflect the ownership of the Mortgage
Loans
of such assignee, and shall release the previous Purchaser from its obligations
hereunder with respect to the Mortgage Loans sold or transferred.
-20-
ARTICLE
VIII
INDEMNIFICATION
AND ASSIGNMENT
Section
8.01 Indemnification.
The
Interim Servicer agrees to indemnify the Purchaser and any successor servicer
and hold them harmless against any and all claims, losses, damages, penalties,
fines, and forfeitures, including, but not limited to reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Purchaser may sustain in any way related to the failure of Interim
Servicer to (a) perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement and/or (b) comply with
applicable law. Additionally, the Interim Servicer shall indemnify the
Purchaser, each Affiliate designated by the Purchaser and each Person who
controls the Purchaser or such Affiliate and hold each of them harmless from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees
and
expenses that each of them may sustain in any way related to any information
provided by or on behalf of the Interim Servicer regarding the Interim Servicer,
the Interim Servicer’s servicing practices or performance, the Mortgage Loans or
the Underwriting Guidelines set forth in any offering document prepared in
connection with any sale or securitization of any Mortgage Loans. The Interim
Servicer immediately shall notify the Purchaser if a claim is made by a third
party with respect to this Agreement, assume (with the prior written consent
of
the Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy
any
judgment or decree which may be entered against it or the Purchaser in respect
of such claim. The Interim Servicer shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser
promptly shall reimburse the Interim Servicer for all amounts advanced by
it
pursuant to the preceding sentence except when the claim is in any way related
to the Interim Servicer’s indemnification pursuant to the Purchase Agreement, or
the failure of the Interim Servicer to (a) service and administer the
Mortgage Loans in strict compliance with the terms of this Agreement and/or
(b) comply with applicable law.
Notwithstanding
anything to the contrary contained herein, in no event shall a termination
of
this Agreement or the Interim Servicer hereunder terminate any indemnification
obligations of the Interim Servicer under this Agreement, which obligations
shall survive any such termination.
Section
8.02 Limitation
on Liability of Interim Servicer and Others.
Neither
the Interim Servicer nor any of the directors, officers, employees or agents
of
the Interim Servicer shall be under any liability to the Purchaser for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment, provided,
however,
that
this provision shall not protect the Interim Servicer or any such person
against
any breach of warranties or representations made herein, or failure to perform
its obligations in strict compliance with any standard of care set forth
in this
Agreement, or any liability which would otherwise be imposed by reason of
any
breach of the terms and conditions of this Agreement. The Interim Servicer
and
any director, officer, employee or agent of the Interim Servicer may rely
in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Interim
Servicer shall not be under any obligation to appear in, prosecute or defend
any
legal action which is not incidental to its duties to service the Mortgage
loans
in accordance with this Agreement and which in its opinion may involve it
in any
expense or liability, provided,
however,
that
the Interim Servicer may, with the consent of the Purchaser, undertake any
such
action which it may deem necessary or desirable in respect to this Agreement
and
the rights and duties of the parties hereto. In such event, the Interim Servicer
shall be entitled to reimbursement from the Purchaser of the reasonable legal
expenses and costs of such action.
-21-
Section
8.03 Limitation
on Resignation and Assignment by Interim Servicer.
The
Purchaser has entered into this Agreement with the Interim Servicer and
subsequent Purchasers will purchase the Mortgage Loans in reliance upon the
independent status of the Interim Servicer, and the representations as to
the
adequacy of its servicing facilities, plant, personnel, records and procedures,
its integrity, reputation and financial standing, and the continuance thereof.
Therefore, the Interim Servicer shall neither assign this Agreement or the
servicing hereunder or delegate its rights or duties hereunder or any portion
hereof or sell or otherwise dispose of all or substantially all of its property
or assets without the prior written consent of the Purchaser, which consent
shall be granted or withheld in the sole discretion of the
Purchaser.
The
Interim Servicer shall not resign from the obligations and duties hereby
imposed
on it except by mutual consent of the Interim Servicer and the Purchaser
or upon
the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Interim Servicer.
Any
such determination permitting the resignation of the Interim Servicer shall
be
evidenced by an Opinion of Counsel to such effect delivered to the Purchaser
which Opinion of Counsel shall be in form and substance acceptable to the
Purchaser. No such resignation shall become effective until a successor shall
have assumed the Interim Servicer’s responsibilities and obligations hereunder
in the manner provided in Section 6.02.
Without
in any way limiting the generality of this Section 8.03, in the event that
the Interim Servicer either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder (unless the Interim
Servicer remains liable hereunder for the performance of such delegated duties)
or any portion thereof or sell or otherwise dispose of all or substantially
all
of its property or assets, without the prior written consent of the Purchaser,
then the Purchaser shall have the right to terminate this Agreement upon
notice
given as set forth in Section 6.02, without any payment of any penalty or
damages and without any liability whatsoever to the Interim Servicer or any
third party.
Section
8.04 Assignment
by Purchaser.
The
Purchaser shall have the right, without the consent of the Interim Servicer,
to
assign, in whole or in part, its interest under this Agreement with respect
to
some or all of the Mortgage Loans, and designate any person to exercise any
rights of the Purchaser hereunder. Upon such assignment of rights and assumption
of obligations, the assignee or designee shall accede to the rights and
obligations hereunder of the Purchaser with respect to such Mortgage Loans
and
the Purchaser as assignor shall be released from all obligations hereunder
with
respect to such Mortgage Loans from and after the date of such assignment
and
assumption. All references to the Purchaser in this Agreement shall be deemed
to
include its assignee or designee with respect to such Mortgage
Loans.
-22-
ARTICLE
IX
REPRESENTATIONS
AND WARRANTIES OF SELLER
Section
9.01 Representations
and Warranties Regarding the Interim Servicer.
The
Interim Servicer warrants and represents to, and covenants and agrees with,
the
Purchaser as follows:
(a) Due
Organization and Authority.
The
Interim Servicer is a corporation duly organized, validly existing and in
good
standing under the laws of New York and has all licenses necessary to carry
on
its business as now being conducted and is licensed, qualified and in good
standing in each state where a Mortgaged Property is located if the laws
of such
state require licensing or qualification in order to conduct business of
the
type conducted by the Interim Servicer, and in any event the Interim Servicer
is
in compliance with the laws of any such state to the extent necessary to
ensure
the enforceability of the related Mortgage Loan in accordance with the terms
of
this Agreement; the Interim Servicer has the full power and authority to
execute
and deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments or
transfer to be delivered pursuant to this Agreement) by the Interim Servicer
and
the consummation of the transactions contemplated hereby have been duly and
validly authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Interim Servicer; and all requisite action has been taken
by
the Interim Servicer to make this Agreement valid and binding upon the Interim
Servicer in accordance with its terms;
(b) Ordinary
Course of Business.
The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Interim Servicer;
(c) No
Conflicts.
Neither
the execution and delivery of this Agreement, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will conflict
with
or result in a breach of any of the terms, conditions or provisions of the
Interim Servicer’s certificate of formation or limited liability company
agreement or any legal restriction or any agreement or instrument to which
the
Interim Servicer is now a party or by which it is bound, or constitute a
default
or result in an acceleration under any of the foregoing, or result in the
violation of any law, rule, regulation, order, judgment or decree to which
the
Interim Servicer or its property is subject, or impair the ability of the
Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage
Loans;
(d) Ability
to Service.
The
Interim Servicer is a seller/servicer of residential mortgage loans, with
the
facilities, procedures, and experienced personnel necessary for the sound
servicing of mortgage loans of the same type as the Mortgage Loans;
(e) Ability
to Perform.
The
Interim Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement;
-23-
(f) No
Litigation Pending.
There is
no action, suit, proceeding or investigation pending or threatened against
the
Interim Servicer which, either in any one instance or in the aggregate, may
result in any material adverse change in the business, operations, financial
condition, properties or assets of the Interim Servicer, or in any material
impairment of the right or ability of the Interim Servicer to carry on its
business substantially as now conducted, or in any material liability on
the
part of the Interim Servicer, or which would draw into question the validity
of
this Agreement or the Mortgage Loans or of any action taken or to be taken
in
connection with the obligations of the Interim Servicer contemplated herein,
or
which would be likely to impair materially the ability of the Interim Servicer
to perform under the terms of this Agreement;
(g) No
Consent Required.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Interim
Servicer of or compliance by the Interim Servicer with this Agreement or
the
Servicing of the Mortgage Loans as evidenced by the consummation of the
transactions contemplated by this Agreement, or if required, such approval
has
been obtained prior to the related Closing Date;
(h) No
Untrue Information.
Neither
this Agreement nor any statement, report or other document furnished or to
be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of fact or omits to state
a
fact necessary to make the statements contained therein not misleading;
and
(i) Prior
Servicing.
Prior to
the date hereof, each Mortgage Loan has been serviced in all material respects
in strict compliance with Accepted Servicing Practices and the Interim Servicer
has reported the Mortgagor credit files to each of the three credit repositories
on a monthly basis in a timely manner.
ARTICLE
X
DEFAULT
Section
10.01 Events
of Default.
The
following shall constitute an Event of Default under this Agreement on the
part
of the Interim Servicer:
(a) any
failure by the Interim Servicer to remit to the Purchaser any payment required
to be made under the terms of this Agreement which continues unremedied for
a
period of two Business Days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Interim
Servicer by the Purchaser; or
(b) any
failure by the Interim Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Interim
Servicer set forth in this Agreement which continues unremedied for a period
of
30 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Interim Servicer by
the
Purchaser; or
(c) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Interim Servicer and such decree or order shall
have
remained in force undischarged or unstayed for a period of 60 days;
or
-24-
(d) the
Interim Servicer shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceedings of or relating to the Interim Servicer
or of
or relating to all or substantially all of its property; or
(e) the
Interim Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its
creditors, or voluntarily suspend payment of its obligations; or
(f) the
Interim Servicer fails to maintain a minimum net worth of $1,500,000;
or
(g) the
Interim Servicer attempts to assign its right to servicing compensation
hereunder or the Interim Servicer attempts, without the consent of the
Purchaser, to sell or otherwise dispose of all or substantially all of its
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion
thereof.
In
each
and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatever rights the Purchaser may have at law or
equity
to damages, including injunctive relief and specific performance, the Purchaser,
by notice in writing to the Interim Servicer, may terminate all the rights
and
obligations of the Interim Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof.
Upon
receipt by the Interim Servicer of such written notice, all authority and
power
of the Interim Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 6.02.
Section
10.02 Waiver
of Defaults.
By a
written notice, the Purchaser may waive any default by the Interim Servicer
in
the performance of its obligations hereunder and its consequences. Upon any
waiver of a past default, such default shall cease to exist, and any Event
of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent
or
other default or impair any right consequent thereon except to the extent
expressly so waived.
-25-
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01 Notices.
All
notices, requests, demands and other communications which are required or
permitted to be given under this Agreement shall be in writing and shall
be
deemed to have been duly given upon the delivery or mailing thereof, as the
case
may be, sent by registered or certified mail, return receipt
requested:
|
(a)
|
If
to Purchaser to:
|
Xxxxxxx
Xxxxx Mortgage Company
000
0xx
Xxx. Xxxxx
Xxxxx
000X
Xx.
Xxxxxxxxxx, Xxxxxxx 00000
Attention:
Xxxxxxxxx Xxxxxxx
|
(b)
|
If
to Interim Servicer to:
|
GreenPoint
Mortgage Funding, Inc.,
000
Xxxx
Xxxxxx Xxxxx
Xxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx - Secondary Marketing Division
Fax:
000-000-0000
Email:
xxxxx.xxxxx@xxxxxxxxxx.xxx
Section
11.02 Waivers.
Either
the Interim Servicer or Purchaser may upon consent of all parties, by written
notice to the others:
(a) Waive
compliance with any of the terms, conditions or covenants required to be
complied with by the others hereunder; and
(b) Waive
or
modify performance of any of the obligations of the others
hereunder.
The
waiver by any party hereto of a breach of any provision of this Agreement
shall
not operate or be construed as a waiver of any other subsequent
breach.
Section
11.03 Cooperation
of Interim Servicer with a Reconstitution
. The
Interim Servicer and the Purchaser agree that with respect to some or all
of the
Mortgage Loans, after the related Closing Date, on one or more dates (each
a
“Reconstitution
Date”)
at the
Purchaser’s sole option, the Purchaser may effect a sale (each a “Reconstitution”)
of
some or all of the Mortgage Loans then subject to this Agreement, without
recourse, to:
(i) Xxxxxx
Xxx under its Cash Purchase Program or MBS Program (Special Servicing Option)
(each a “Xxxxxx
Mae Transfer”);
or
(ii) Xxxxxxx
Mac (the “Xxxxxxx
Mac Transfer”);
or
-26-
(iii) one
or
more third party purchasers in one or more Whole Loan Transfers; or
(iv) one
or
more trusts or other entities to be formed as part of one or more Securitization
Transfers.
The
Interim Servicer agrees to execute (i) in connection with any Agency
Transfer, any and all pool purchase contracts, and/or agreements reasonably
acceptable to the Seller among the Purchaser, the Interim Servicer, Xxxxxx
Xxx
or Xxxxxxx Mac (as the case may be) and any servicer, (ii) in connection
with a Whole Loan Transfer, a Interim Servicer’s warranties and servicing
agreement or a participation and servicing agreement in form and substance
reasonably acceptable to the Interim Servicer, and (iii) in connection with
a Securitization Transfer, a pooling and servicing agreement in form and
substance reasonably acceptable to the Interim Servicer (collectively the
agreements referred to herein are designated, the “Reconstitution
Agreements”).
With
respect to each Whole Loan Transfer and each Securitization Transfer entered
into by the Purchaser, the Interim Servicer agrees (1) to cooperate fully
with the Purchaser and any prospective purchaser with respect to all reasonable
requests and due diligence procedures; (2) to execute, deliver and perform
all Reconstitution Agreements required by the Purchaser, and deliver an opinion
of counsel in form and substance satisfactory to the Purchaser if requested
by
the Purchaser; (3) (a) to restate the representations and warranties
set forth in this Agreement as of the settlement or closing date in connection
with such Reconstitution (each, a “Reconstitution
Date”)
or
(b) make the representations and warranties set forth in the related
selling/servicing guide of the master servicer or issuer, as the case may
be, or
such representations and warranties as may be required by any Rating Agency
or
prospective purchaser of the related securities or such Mortgage Loans, in
connection with such Reconstitution; (4) service the Mortgage Loans on a
“scheduled/scheduled” basis; (5) to pay compensating on any Principal
Prepayment in an amount necessary to provide for thirty (30) days of
interest on the related Principal Prepayment; and (6) to make principal and
interest advances on the Mortgage Loans through the termination of foreclosure.
In that connection, the Interim Servicer shall use its reasonable best efforts
to provide to such master servicer or issuer, as the case may be, and any
other
participants in such Reconstitution: (i) any and all information and
appropriate verification of information which may be reasonably available
to the
Interim Servicer or its affiliates, whether through letters of its auditors
and
counsel or otherwise, as the Purchaser or any such other participant shall
request; and (ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and certificates of public officials
or officers of the Interim Servicer as are reasonably believed necessary
by the
Purchaser or any such other participant. The Interim Servicer shall indemnify
the Purchaser, each Affiliate designated by the Purchaser, each Person who
controls the Purchaser or such Affiliate and the Successor Servicer and hold
each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that each of them may sustain in any
way
related to any information provided by or on behalf of the Interim Servicer
regarding the Interim Servicer, the Interim Servicer’s servicing practices or
performance of the Mortgage Loans set forth in any offering document prepared
in
connection with any Reconstitution. For purposes of the previous sentence,
“Purchaser” shall mean the Person then acting as the Purchaser under this
Agreement and any and all Persons who previously were “Purchasers” under this
Agreement and “Successor Servicer” shall mean the Person then acting as the
Successor Servicer under this Agreement and any and all Persons who previously
were “Successor Servicers” under this Agreement. Moreover, the Interim Servicer
agrees to cooperate with all reasonable requests made by the Purchaser to
effect
such Reconstitution Agreements.
-27-
In
the
event the Purchaser has elected to have the Interim Servicer hold record
title
to the Mortgages, prior to the Reconstitution Date, the Interim Servicer
shall
prepare an Assignment of Mortgage in blank or to the prospective purchaser
or
trustee, as applicable, from the Interim Servicer acceptable to the prospective
purchaser or trustee, as applicable, for each Mortgage Loan that is part
of the
Reconstitution and shall pay all preparation and recording costs associated
therewith. In connection with the Reconstitution, the Interim Servicer shall
execute each Assignment of Mortgage, track such Assignments of Mortgage to
ensure they have been recorded and deliver them as required by the prospective
purchaser or trustee, as applicable, upon the Interim Servicer’s receipt
thereof. Additionally, the Interim Servicer shall prepare and execute, at
the
direction of the Purchaser, any note endorsement in connection with any and
all
Interim Servicer/servicer agreements.
All
Mortgage Loans not sold or transferred pursuant to a Reconstitution shall
remain
subject to this Agreement and with respect thereto this Agreement shall remain
in full force and effect.
Section
11.04 Entire
Agreement; Amendment.
This
Agreement and the Purchase Agreement constitute the entire agreement between
the
parties with respect to servicing of the Mortgages during the Interim Period.
This Agreement may be amended and any provision hereof waived, but, only
in
writing signed by the party against whom such enforcement is
sought.
Section
11.05 Execution;
Binding Effect.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall
be deemed to be an original; such counterparts, together, shall constitute
one
and the same agreement. Subject to Section 8.03, this Agreement shall inure
to the benefit of and be binding upon the Interim Servicer and the Purchaser
and
their respective successors and assigns.
Section
11.06 Headings.
Headings
of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section
11.07 Applicable
Law.
This
Agreement shall be construed in accordance with the laws of the State of
New
York.
Section
11.08 Relationship
of Parties.
Nothing
herein contained shall be deemed or construed to create a partnership or
joint
venture between the parties. The duties and responsibilities of the Interim
Servicer shall be rendered by them as independent contractors and not as
an
agent of Purchaser. The Interim Servicer shall have full control of all of
its
acts, doings, proceedings, relating to or requisite in connection with the
discharge of its duties and responsibilities under this Agreement.
-28-
Section
11.09 Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way
affect the validity or enforceability of the other provisions of this
Agreement.
-29-
IN
WITNESS WHEREOF, the parties have executed this Agreement under seal as of
the
date and year first above written.
XXXXXXX
SACHS MORTGAGE COMPANY, a New York limited partnership
(the
Purchaser)
By: XXXXXXX
XXXXX REAL ESTATE FUNDING CORP., a New York corporation, its General
Partner
By:
/s/
Xxxxxxxxxxx Xxxxxxx
Name:
Xxxxxxxxxxx Xxxxxxx
Title:
Vice President
GREENPOINT
MORTGAGE FUNDING, INC.
(the
Interim Servicer)
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Vice President
SCHEDULE
1
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Servicer
Monthly Updated Information
|
|||
|
Loan
Number
|
Loan
Number currently being used to service this loan.
|
123456789
|
|
|
Investor
Number
|
This
is the servicer assigned number for reporting purposes.
|
691
|
|
|
Investor
Category
|
This
is the servicer assigned category for reporting purposes.
|
2
|
|
|
As
of Date
|
As
of Date of data being provided
|
||
|
Servicing
Method
|
Indicates
whether the loan is serviced on an actual or scheduled basis.
(act/act,act/sched,sched/act,sched/sched)
|
(sched/sched)
|
|
|
Delinquency
Convention
|
Indicates
if ABS or MBS method for reporting delinquencies is used.
|
MBS
|
|
|
Beginning
Scheduled Balance
|
Beginning
scheduled loan balance. If the loan is serviced on a scheduled
balance
basis
|
||
|
Ending
Scheduled Balance
|
Ending
scheduled loan balance. If the loan is serviced on a scheduled
balance
basis
|
||
|
Beginning
Actual Balance
|
Actual
balance at the beginning of the period. This is most likely last
period's
ending balance carried forward
|
||
|
Ending
Actual Balance
|
Ending
actual principal balance outstanding
|
||
|
Accrued
Interest
|
Total
Accrued Interest on loan.
|
||
SCH.
1-1
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Current
Maturity Date
|
This
is the actual date when the last payment on the loan is scheduled
to be
made. For balloons it should be the balloon date. For modified
loans it
should be the modified maturity date.
|
1/1/2020
|
|
|
Current
Scheduled PITI
|
Current
scheduled Principal, Interest, Tax and Insurance payment
|
||
|
Current
Scheduled PI
|
Current
scheduled amount of monthly Principal and Interest
|
||
|
Current
Interest Rate
|
Interest
Rate in effect for currently outstanding payment.
|
8.55
|
|
|
Current
Net Interest Rate
|
The
current rate exclusive of LPMI, servicing and other fees.
|
7.55
|
|
|
Lien
Position
|
Number
used to identify the lien position in effect at the time of application.
Example: 1, 2, 3, O (other)
|
1
|
|
|
Senior
Lien Amount
|
Most
recently recorded senior lien amount.
|
0
|
|
|
Remaining
Term
|
The
Remaining Term of the loan
|
179
|
|
|
Scheduled
Due Date
|
Scheduled
payment date.
|
2/1/2005
|
|
|
Next
Due Date
|
Date
next payment is due.
|
2/1/2005
|
|
|
Interest
Paid To Date
|
Date
interest is paid to. Typically for 30/360 loans it is one month
prior to
Next Due Date.
|
1/1/2005
|
|
|
Last
Payment Date
|
Date
last payment was made.
|
1/1/2005
|
|
|
Status
of Loan
|
Code/literal
used to identify loan status. Provide enumerations worksheet if
applicable. EX: Current, Foreclosure, Bankruptcy, REO, etc.
|
Foreclosure
|
SCH.
1-2
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
12
Month Pay String
|
12
character string representing the timing of payments received on
a rolling
12 month basis. String should begin with January and end with December.
|
||
|
Last
Modification Date
|
Date
that loan was last modified.
|
||
|
Extensions
Granted
|
Number
of extensions granted, life of loan
|
||
|
Total
Extension Months
|
Number
of months loan has been extended in total.
|
||
|
Recent
Property Valuation
|
Most
recent appraised value or BPO value.
|
||
|
Recent
Property Valuation Date
|
Date
of most recent valuation.
|
||
|
Valuation
Method
|
Identify
method used to obtain new valuation. Provide enumerations worksheet
if
applicable.
|
||
|
Valuation
Firm
|
Name
of the Firm who appraised the property
|
||
|
Current
FICO
|
Current
FICO score.
|
||
|
FICO
Date
|
Current
FICO Date.
|
||
|
Servicing
Fee Percentage
|
The
fee rate to service the loan
|
||
|
Servicing
Fee Payment
|
The
actual service fee for the loan for the given month
|
||
|
Total
Monthly Payment
|
Total
cash received from borrower.
|
||
|
Total
Monthly Payment Principal
|
Cash
applied to principal.
|
||
|
Total
Monthly Payment Interest
|
Cash
applied to interest.
|
||
|
Total
Monthly Payment Ancillary Fees
|
Cash
applied to fees.
|
||
|
Total
Monthly Prepayment Amount
|
Total
principal curtailment
|
SCH.
1-3
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Interest
Adjustment
|
Adjustments
made to a previous month's interest
|
||
|
Principal
Adjustment
|
Adjustments
made to a previous month's principal
|
||
|
Negative
Amortization Amount (Monthly)
|
The
monthly negative amortization amount
|
||
|
Negative
Amortization Amount (Total)
|
The
negative amortization amount up-to-date
|
||
|
Advances
|
|||
|
Escrow
Balance
|
Current
balance of escrow account (borrower's positive funds)
|
||
|
Monthly
Escrow Advances
|
Net
escrow advances made or recovered by servicer. Positive value denotes
payments made by servicer.
|
||
|
Escrow
Advance Balance
|
Total
outstanding escrow advance balance.
|
||
|
Monthly
Corporate Advances
|
Net
corporate advances made or recovered by servicer. Positive value
denotes
payments made by servicer.
|
||
|
Recoverable
Corporate Advance Balance
|
Recoverable
corporate advance balance where a + denotes a payment made by the
servicer
|
||
|
Non
Recoverable Corporate Advance Balance
|
Balance
of Corporate Advances made that are not recoverable from the
borrower
|
||
|
Total
Corporate Advance Balance
|
Total
outstanding Corporate Advance Balance
|
||
|
Monthly
Principal Advances
|
Amount
of principal advanced in current month
|
||
|
Principal
Advance Balance
|
Total
outstanding principal advances made by servicer.
|
SCH.
1-4
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Monthly
Interest Advances
|
Amount
of interest advanced in current month
|
||
|
Interest
Advance Balance
|
Total
outstanding interest advances made by servicer.
|
||
|
Suspense
Account Balance
|
Total
suspense account balance
|
||
|
Stop
Advance Flag
|
Code
indicating loan has been placed in a stop advance status. Example:
Y=Stop
Advance.
|
||
|
Stop
Advance Start Date
|
Date
loan was initially placed on a stop advance status.
|
||
|
Stop
Advance Recovered
|
Amount
of principal and interest advances recovered at stop date.
|
||
|
Stop
Advance Reversal Date
|
Date
stop advance status was reversed.
|
||
|
Stop
Advance Reversal Amount
|
Amount
of advances reversed.
|
||
|
Flood
/ Hazard / Other Insurance
|
|||
|
Hazard
Insurance Carrier
|
|||
|
Hazard
Insurance Amount
|
|||
|
Hazard
Expiration Date
|
|||
|
Force-Placed
Hazard Insurance
|
Y/N
|
||
|
Flood
Insurance Carrier
|
|||
|
Flood
Insurance Amount
|
|||
|
Flood
Insurance Date
|
|||
|
Force-Placed
Flood Insurance
|
Y/N
|
||
|
Flood
Zone
|
FEMA
zones (Zone A, Zone B, etc.)
|
||
|
Other
Insurance
|
Provide
enumerations. Ex: Wind, earthquake, etc.
|
||
|
Default
|
|||
|
Last
Contact Date
|
Date
of Servicer's last contact with the borrower.
|
||
SCH.
1-5
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Last
Attempt Date
|
Date
of the Servicer's last attempt to contact the borrower.
|
||
|
Reason
For Default
|
Servicer
Code representing the Reason for Default. Provide Enumerations
worksheet.
|
||
|
In
Demand Flag
|
Code
indicating demand letter has been sent.
|
||
|
In
Demand Start Date
|
Date
demand letter was sent.
|
||
|
In
Demand End Date
|
Expiration
of demand letter.
|
||
|
Forbearance
Flag
|
Formal
forbearance payment plan.
|
Y/N
|
|
|
Payment
Plan Flag
|
Informal
or verbal payment plan agreement
|
Y/N
|
|
|
Forbearance
Start Date
|
Date
forbearance plan was initiated.
|
||
|
Forbearance
End Date
|
Date
forbearance plan scheduled to be complete.
|
||
|
Bankruptcy
Flag
|
Flag
indicating loan is in bankruptcy.
|
||
|
Bankruptcy
Chapter
|
Chapter
of bankruptcy (7, 11, 12, 13, OTH).
|
||
|
Bankruptcy
Start Date
|
Bankruptcy
filing date.
|
||
|
Bankruptcy
Release Date
|
Dismissal
/ Discharge date
|
||
|
Bankruptcy
Release Type
|
Dismissal
/ Discharge / Motion for Relief
|
||
|
Bankruptcy
Post Petition Due Date
|
Payment
due date of Bankruptcy payment plan, i.e. the new due
date.
|
||
|
Motion
for Relief Request Date
|
Motion
for relief referral date.
|
||
|
Motion
for Relief Filing Date
|
Date
motion for relief filed with the court.
|
||
|
Motion
for Relief Hearing Date
|
Motion
for Relief Hearing Date.
|
||
|
Motion
for Relief Granted Date
|
Motion
for Relief Granted Date.
|
||
|
Motion
for Relief Denied Date
|
Date
the motion was Denied (if applicable)
|
SCH.
1-6
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Foreclosure
Indicator Flag
|
Y/N
|
||
|
First
Legal Date
|
Date
of first legal action taken on foreclosure.
|
||
|
Foreclosure
Start Date
|
Date
of Referral to FC Attorney
|
||
|
Foreclosure
Estimated Sale Date
|
Projected
date of foreclosure sale.
|
||
|
Foreclosure
Sale Date
|
Date
of actual foreclosure sale.
|
||
|
Foreclosure
On Hold
|
Flag
indicating that the loan is in foreclosure but on hold.
|
||
|
Foreclosure
Hold Start Date
|
Date
indicating when the loan's foreclosure proceedings were put on
hold.
|
||
|
Bankruptcy
Delays
|
Number
of days an active foreclosure has been in BK subsequent to its
initial
foreclosure start date.
|
||
|
Non
- Cash Delays
|
Number
of allowable days that a loan's foreclosure proceedings have been
on hold
due to a non cash delay (i.e. Title problem…) [again as per Fannie or
Xxxxxxx time line]
|
||
|
REO
Start Date
|
|||
|
REO
End Date
|
Date
property is sold.
|
||
|
REO
Sub Status
|
Status
while within REO. Provide enumerations worksheet if applicable.
Ex:
Eviction, Redemption, PreMarket, Listed, Under Contract
|
||
|
Possession
Date
|
Date
when the servicer takes possession of the property. Date we have
full
access to the property, eviction completed
|
||
|
Eviction
Start Date
|
Date
that the REO enters "Eviction" sub status
|
||
|
Eviction
End Date
|
Date
eviction action closed
|
SCH.
1-7
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Under
Contract Date
|
Date
that the REO enters "Under Contract" sub status
|
||
|
Under
Contract Price
|
|||
|
Estimated
Closing Date
|
Servicer
estimated closing date on loan
|
||
|
Actual
Closing Date
|
Actual
closing date on loan.
|
||
|
Redemption
End Date
|
Legal
time period, determined by State, when borrower can redeem their
property.
Property not available for sale until redemption completed (no
beginning
date, just an end date)
|
||
|
Initial
Listing Price
|
First
listing price of property.
|
||
|
Initial
Listing Date
|
Date
of the first listing price of property
|
||
|
Current
List Price
|
Most
recent listing price of property.
|
||
|
Current
List Date
|
Date
of the most recent listing price of property.
|
||
|
Original
REO Value
|
Original
REO target value
|
||
|
Current
REO Value
|
Current
REO target value
|
||
|
FHA
/ VA
|
|||
|
Conveyance
Condition Date
|
Date
property has been placed into condition acceptable by HUD for title
transfer
|
||
|
FHA
Case #
|
FHA
case number
|
||
|
VA
Loan Identification Number
|
VA
loan identification number
|
||
|
Debenture
Rate
|
HUD
assigned debenture rate
|
||
|
First
Vacancy Date
|
Date
property first became vacant
|
||
|
FHA
Default Date
|
Default
date as defined by FHA
|
||
|
Date
FHA Part A Filed
|
Date
servicer files Part A with HUD
|
||
|
Date
FHA Part A Settlement Date
|
Date
Part A funds are received from HUD to the servicer
|
SCH.
1-8
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Amount
of Part A Funds Received
|
Amount
of funds received from HUD to the servicer
|
||
|
Date
Deed Sent for Recording
|
Date
servicer forwards the deed for recordation
|
||
|
Title
Approval date
|
Date
title approved by HUD
|
||
|
Date
FHA Part B Filed
|
Date
servicer files Part B with HUD
|
||
|
Date
FHA Part B Settlement Date
|
Date
Part B funds are received from HUD to the servicer
|
||
|
Amount
of Part B Funds Received
|
Amount
of funds received from HUD to the servicer
|
||
|
Date
VA Claim Filed
|
Date
VA claim filed with VA
|
||
|
Curtailment
Amount 1
|
Amount
of HUD or VA curtailment
|
||
|
Curtailment
Date 1
|
Date
of HUD or VA curtailment
|
||
|
Curtailment
Adjusted Amount 1
|
Curtailment
amount received from HUD or VA claim
|
||
|
Curtailment
Amount 2
|
Amount
of HUD or VA curtailment 2nd curtailment
|
||
|
Curtailment
Date 2
|
Date
of HUD or VA curtailment 2nd curtailment
|
||
|
Curtailment
Adjusted Amount 2
|
Curtailment
amount received from HUD or VA claim 2nd curtailment
|
||
|
Curtailment
Amount 3
|
Amount
of HUD or VA curtailment 3rd curtailment
|
||
|
Curtailment
Date 3
|
Date
of HUD or VA curtailment 3rd curtailment
|
||
|
Curtailment
Adjusted Amount 3
|
Curtailment
amount received from HUD or VA claim 3rd curtailment
|
||
|
VA
Cutoff Date
|
Date
of loan liquidation or date deed is recorded
|
SCH.
1-9
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Partial
Claim Amount
|
Amount
of arrears placed into a partial claim in order to bring the borrower
current
|
||
|
Partial
Claim Date
|
Date
partial claim was completed or that the loan is brought current
as a
result of the completed partial claim
|
||
|
Termination
Information
|
|||
|
Liquidation
Date
|
|||
|
Liquidation
Type
|
Type
of liquidation (charge-off, Third party sale, etc). Provide enumerations
worksheet if applicable.
|
||
|
Balance
at Liquidation
|
Actual
Principal balance at time of liquidation
|
||
|
Gross
Total Proceeds
|
Gross
Total Proceeds.
|
||
|
Net
Total Proceeds
|
Gross
total proceeds less expenses.
|
||
|
Principal
Advanced at Liquidation
|
Total
of principal advanced at time of liquidation.
|
||
|
Interest
Advanced at Liquidation
|
Total
of interest advanced at time of liquidation.
|
||
|
Corporate
Advances at Liquidation
|
Corporate
advance balance at time of liquidation.
|
||
|
Escrow
Advances at Liquidation
|
Escrow
advance balance at time of liquidation.
|
||
|
Principal
Advances Recovered at Liquidation
|
The
amount of the Principal balance recovered at liquidation
|
||
|
Interest
Advances Recovered at Liquidation
|
The
amount of the Interest balance recovered at liquidation
|
||
|
Corporate
Advances Recovered at Liquidation
|
The
amount of the Total Corporate Advance balance recovered at
liquidation
|
SCH.
1-10
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Escrow
Advances Recovered at Liquidation
|
The
amount of the Total Escrow Advance balance recovered at
liquidation
|
||
|
Commission
|
The
broker commission amount on liquidation
|
||
|
Seller
Concession
|
The
dollar amount of seller concessions upon liquidation.
|
||
|
Repairs
|
Cost
of Repairs to property
|
||
|
Servicer
Hold Back Amount
|
Amount
servicer withholds for future trailing expenses.
|
||
|
Charge-off
amount
|
Loss
amount.
|
||
|
Paid
in Full Loans
|
|||
|
Paid-Off
Indicator
|
User
defined
|
||
|
Paid-Off
Date
|
|||
|
Pre-Payment
Penalty Flag
|
Y/N
|
||
|
Pre-Payment
Penalty Collected
|
Dollar
amount of penalty collected
|
||
|
Balance
at Termination
|
Actual
Principal balance at time of termination.
|
||
|
Principal
Amount Collected
|
|||
|
Interest
Amount Collected
|
|||
|
Receivables
After Loss Insurance
|
|||
|
Hazard
Insurance Claim Date
|
Date
hazard claim filed.
|
||
|
Hazard
Insurance Claim Due Date
|
Date
hazard claim due.
|
||
|
Hazard
Insurance Claim Amount
|
Amount
of hazard claim.
|
||
|
Hazard
Insurance Claim Paid Amount
|
Amount
of hazard claim paid to investor.
|
||
|
MI
Insurance Claim Date
|
Date
MI claim filed.
|
||
|
MI
Insurance Claim Due Date
|
Date
MI claim is due to be paid.
|
||
|
MI
Insurance Claim Amount
|
Expected
MI proceeds.
|
||
SCH.
1-11
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
MI
Insurance Claim Paid Amount
|
Actual
MI proceeds received.
|
||
|
Receivables
After Loss Deficiency
|
|||
|
Potential
Deficiency Judgment Flag
|
Flag
indicating loan is referred for deficiency collections.
|
||
|
Potential
Deficiency Amount
|
Deficiency
balance reported to borrower/IRS.
|
||
|
Deficiency
Proceeds (this period)
|
Deficiency
proceeds collected in current month.
|
||
|
Net
Deficiency Proceeds (this period)
|
|||
|
Total
Deficiency Proceeds (to date)
|
Deficiency
proceeds collected to date.
|
||
|
Total
Net Deficiency Proceeds (to date)
|
|||
|
Deficiency
Vendor Expense
|
Deficiency
vendor out of pocket expenses.
|
||
|
Static
Data
|
|||
|
Borrower
Name Last Name
|
Borrower's
Last Name
|
Xxx
|
|
|
Borrower
Name First Name
|
Borrower's
First Name
|
Xxx
|
|
|
Borrower
Social Security Number/TIN
|
Eleven
character ID. Example: 000-00-0000.
|
000-00-0000
|
|
|
Origination
Date
|
Origination
Date shown on loan documents.
|
12/25/2004
|
|
|
Loan
Type
|
Code/literal
to identify the loan type. (Conventional [w/] PMI , Jumbo, FHA,
VA,
etc)
|
Conventional
- PMI
|
|
|
Property
Type
|
Code/literal
that identifies the type of property securing the loan. ( 2 Family,
PUD)
|
PUD
|
|
SCH.
1-12
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Occupancy
Type
|
Occupancy
status at time of application. (2nd home, owner occupied, vacant,
etc)
|
OO
|
|
|
Property
Address
|
Property
address, not billing address.
|
000
Xxxxxxx Xxxx
|
|
|
Property
City
|
Property
city.
|
Toronto
|
|
|
Property
State
|
Property
state.
|
NY
|
|
|
Property
Zip
|
Property
zip.
|
10004
|
|
|
Original
Balance
|
Original
amount of loan granted to borrower. In the case of construction
loans this
should be the full amount extended on which the monthly payments
are
based.
|
250000.00
|
|
|
Original
Senior Lien Amount
|
Amount
of senior lien outstanding when loan was originated.
|
0.00
|
|
|
Original
Interest Rate
|
Original
contractual interest rate for loan. ( provide all decimal
places)
|
8.515
|
|
|
First
Payment Date
|
This
is the contractual date when the first payment was to be made.
|
2/1/2005
|
|
|
Original
Maturity Date
|
This
is the contractual date when the last payment on the loan is scheduled
to
be made. For balloons it should be the balloon date.
|
1/1/2020
|
|
|
Original
Loan To Value Ratio
|
Ratio
representing the Original Loan Balance to the Original Appraised
Value
|
75.69
|
|
|
Original
Appraised Value
|
Appraised
value at time of application.
|
550562
|
|
|
Original
FICO score
|
Credit
bureau score obtained at application.
|
654
|
|
|
Prepayment
Penalty Type
|
Code/literal
to identify characteristics of penalty. Example: 6 MO INT ON 80%
XXXX,
5/4/3/2/1, 3%.
|
6
Months Interest on 80%
|
|
|
Prepayment
Term
|
Original
number of months that penalty was imposed.
|
24
|
SCH.
1-13
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Negative
Amortization Flag
|
Code/literal
to identify loans where negative amortization is allowed. Example:
Y=neg
am allowed, N=no neg am allowed.
|
Y
|
|
|
Negam
Percent Cap
|
Maximum
percentage of original balance that a loan may negatively amortize
by.
(25%, etc.)
|
25
|
|
|
MI
Provider
|
Name
or code for company providing private mortgage insurance.
|
Radian
|
|
|
MI
Coverage Percentage
|
Percentage
of insurance provided by PMI agreement.
|
12
|
|
|
MI
Certificate ID
|
Unique
ID to identify PMI insurance certificate.
|
5829471
|
|
|
ARM
Loans
|
|||
|
ARM
Flag
|
A
'Y' or 'N' to indicate if a loan is an Adjustable rate
mortgage
|
Y
|
|
|
Arm
Index Description
|
Code/literal
used to identify the specific underlying index that adjustable
rate loans
will reset from. (6 Months Libor, 1 Yr CMT, etc)
|
6ML
|
|
|
Margin
|
The
spread above the index value that a new rate on adjustable rate
loans will
be set to; subject to caps and rounding. (stated in
percent)
|
3.65
|
|
|
ARM
Rounding Feature
|
Code/literal
used to identify the method to be used when computing new rate
on
adjustable rate loans. (stated in percent)
|
0.125
|
SCH.
1-14
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Lookback
Days
|
The
actual number of days prior to the Next Rate Reset Date that the
underlying index will be referenced for determining new rate on
adjustable
rate loans. Examples: 45, 30, 0.
|
45
|
|
|
First
Payment Reset Date
|
The
first date that any payment reset was/is scheduled to occur. Typically
is
one month after First Rate Reset Date.
|
3/1/2007
|
|
|
First
Rate Reset Date
|
The
first date that any rate reset was/is scheduled to occur. Typically
is one
month prior to First Payment Reset Date.
|
2/1/2007
|
|
|
Initial
Rate Reset Period
|
Number
of payments to be made prior to the first rate reset. For a typical
5/1
ARM, this would contain the value 60.
|
60
|
|
|
Rate
Reset Period
|
Number
of payments to be made between rate changes following the initial
rate
reset period. For a typical 5/1 ARM this would contain the value
12.
|
12
|
|
|
Initial
Payment Reset Period
|
Number
of payments to be made prior to the first payment reset. For a
typical 5/1
ARM, this would contain the value 60. For non hybrid loans this
would
equal the Payment Reset Period.
|
60
|
|
|
Payment
Reset Period
|
Number
of payments to be made between payment changes following the Initial
Payment Reset Period. For a typical 5/1 ARM this would contain
the value
12.
|
12
|
|
|
Initial
Rate Adjustment Cap
|
Maximum
rate change allowed on First Rate Reset Date.
|
3
|
SCH.
1-15
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Next
Rate Reset Date
|
The
next date that any rate reset is scheduled to occur. Typically
is one
month prior to Next Payment Reset Date.
|
||
|
Next
Payment Reset Date
|
The
next date that any payment reset is scheduled to occur. Typically
is one
month after Next Rate Reset Date.
|
||
|
Rate
Adjustment Cap
|
Maximum
rate increase allowed subsequent to First Rate Reset Date.
|
1
|
|
|
Periodic
Floor
|
Maximum
rate decrease allowed subsequent to First Rate Reset Date.
|
0
|
|
|
Lifetime
Caps
|
The
maximum amount the rate is allowed to increase by over the life
of the
loan.
|
6
|
|
|
Lifetime
Floor
|
The
minimum amount the rate is allowed to increase by over the life
of the
loan.
|
0
|
|
|
Max
Rate
|
The
absolute maximum rate allowed for the loan.
|
11.65
|
|
|
Min
Rate
|
The
absolute minimum rate allowed for the loan.
|
3.65
|
|
|
Payment
Cap
|
Periodic
Cap for monthly principal & interest payment increase. Example
7.5%.
|
6.5
|
SCH.
1-16
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Static
Information
|
|||
|
Loan
Number
|
Loan
Number currently being used to service this loan.
|
123456789
|
|
|
Prior
Loan Number
|
Prior
Loan Number (if any). If servicing has transferred this should
contain the
Loan Number used by the previous servicer.
|
987654321
|
|
|
Custodian
File Number
|
Custodian
ID used to file documents. This can be the custodian's only id
or a
category used to arrange documents into proper pools.
|
1de457
|
|
|
Custodian
Loan Number
|
Custodian
secondary ID used to file documents. Often this is used in conjunction
with Custodian File Number to uniquely identify loans.
|
365wer5
|
|
|
Min
Mers #
|
Mers
Certificate Number
|
Y
|
|
|
GS
Loan Number
|
The
Loan number that Xxxxxxx Sachs assigns to the loan
|
Leave
Blank
|
|
|
Origination
Date
|
Origination
Date shown on loan documents.
|
12/25/2004
|
|
|
Originator
|
The
name of the company that originated the loan
|
Xxxxx
Fargo
|
|
|
Origination
Source
|
Broker,
etc.
|
Broker
|
|
|
Loan
Purchase Date
|
The
date that Goldman purchased the loan
|
11/25/2004
|
|
|
HOEPA
Status
|
Y\N
|
||
|
Type
of Ownership
|
like
fee simple, lease-hold
|
Lease-Hold
|
|
|
Documentation
Type
|
Full,
Alt, No Ration, None, XXXX,XXXX
|
Full
|
|
SCH.
1-17
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Income
Verification Flag
|
Was
the Borrower's income verified or stated
|
Y
|
|
|
Asset
Verification
|
Were
the Borrower's Assets verified
|
Y
|
|
|
Employment
Verification
|
Was
the Borrower's employment verified
|
Y
|
|
|
Purpose
of Loan
|
Code/literal
used to identify the original purpose of the loan. ( case-out refi,
refi,
purchase, construction, etc)
|
Purchase
|
|
|
Cash-out
Amount
|
The
Amount that the borrower removed from the loan
|
00000
|
|
|
Xxxxx
Xxxx To Income Ratio
|
Front
End Ratio at time of application. Mortgage debt to borrower
income.
|
56.23
|
|
|
Debt
To Income Ratio
|
Back
End Ratio at time of application. Total debt to borrower
income.
|
68.25
|
|
|
Product
Type
|
Generic
category code used internally to describe loan type
|
6MO
|
|
|
Product
Description
|
Generic
category description
|
6
month arm - IO
|
|
|
Loan
Type
|
Code/literal
to identify the loan type. (Conventional [w/] PMI , Jumbo, FHA,
VA,
etc)
|
Conventional
- PMI
|
|
|
Property
Type
|
Code/literal
that identifies the type of property securing the loan. ( 2 Family,
PUD)
|
PUD
|
|
|
Occupancy
Type
|
Occupancy
status at time of application. (2nd home, owner occupied, vacant,
etc)
|
OO
|
|
|
Interest
Calculation Method
|
The
basis on which interest is calculated. ( arrears, 360, 365, advance,
etc)
|
30/360
|
|
|
Draw
Term
|
The
term that the borrower can draw from the line of credit stated
in
months
|
120
|
|
|
Section32
Flag
|
Indicates
if the loan may violate predatory lending laws (Y/N)
|
Y
|
SCH.
1-18
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Property
Address
|
Property
address, not billing address.
|
000
Xxxxxxx Xxxx
|
|
|
Property
City
|
Property
city.
|
Toronto
|
|
|
Property
State
|
Property
state.
|
NY
|
|
|
Property
Zip
|
Property
zip.
|
10004
|
|
|
Condo/PUD
Project Name
|
Name
of the development.
|
Xxxxx
Xxxxxxx
|
|
|
Number
of Units
|
The
number of units for the property (1,2,3,4) ( should correspond
to the
property type)
|
2
|
|
|
Year-Built
|
Date
property was built
|
1978
|
|
|
Lien
Position
|
Number
used to identify the lien position in effect at the time of application.
Example: 1, 2, 3, O (other)
|
1
|
|
|
Original
Balance
|
Original
amount of loan granted to borrower. In the case of construction
loans this
should be the full amount extended on which the monthly payments
are
based.
|
250000.00
|
|
|
Original
Senior Lien Amount
|
Amount
of senior lien outstanding when loan was originated.
|
0.00
|
|
|
Original
Junior Lien Amount
|
Amount
of junior liens outstanding when loan was originated
|
32000.00
|
|
|
Original
Interest Rate
|
Original
contractual interest rate for loan. ( provide all decimal
places)
|
8.515
|
|
|
Original
Scheduled P&I
|
Original
Scheduled Principal and Interest payment
|
564.12
|
|
|
Original
PITI
|
Original
Scheduled Principal, Interest, Tax and Insurance payment
|
725.12
|
|
|
First
Payment Date
|
This
is the contractual date when the first payment was to be made.
|
2/1/2005
|
SCH.
1-19
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Original
Maturity Date
|
This
is the contractual date when the last payment on the loan is scheduled
to
be made. For balloons it should be the balloon date.
|
1/1/2020
|
|
|
Original
Term
|
The
number of months from First Payment Date to Original Maturity Date
inclusive.
|
180
|
|
|
Payment
Frequency
|
Monthly,
bi-weekly, etc.
|
monthly
|
|
|
Original
Amortization Term
|
Original
Amortization Term of the loan in number of months. For fully amortizing
loans would be the same as Original Term. For balloon loans this
would
exceed Original Term. For IO loans this would have no
value.
|
360
|
|
|
Original
Loan To Value Ratio
|
Ratio
representing the Original Loan Balance to the Original Appraised
Value
|
75.69
|
|
|
Original
Combined Loan To Value Ratio
|
For
Junior liens, Ratio representing the sum of the Original Loan Balance
plus
Original Senior Lien Amount to the Original Appraised Value
|
85.23
|
|
|
Original
Appraised Value
|
Appraised
value at time of application.
|
550562
|
|
|
Original
Appraisal Date
|
Date
of the original Appraisal
|
12/1/2004
|
|
|
Original
Appraisal Firm
|
Name
of the Appraisal firm
|
Union
Appraisals
|
|
|
Appraisal
Form Type
|
Form
1040 U, 2005
|
||
|
Appraisal
Review Type
|
Desk
Top, Drive By
|
||
|
Original
Purchase Price
|
Price
paid for home.
|
360000
|
|
|
Purchase
BPO
|
BPO
at the time of Purchase by GS.
|
580000
|
|
|
Purchase
BPO Date
|
Date
of the Purchase BPO
|
12/1/2004
|
|
|
Original
FICO score
|
Credit
bureau score obtained at application.
|
654
|
SCH.
1-20
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Credit
Score Company
|
Experian
|
||
|
Original
Credit Grade
|
B+
|
||
|
First
Time Borrower Flag
|
N
|
||
|
Flood
Insurance Indicator
|
Does
the property have flood insurance
|
Y
|
|
|
Prepayment
Flag
|
Code/Flag
to determine if loan was originated with a prepayment penalty.
(Y /
N)
|
Y
|
|
|
Prepayment
Penalty Type
|
Code/literal
to identify characteristics of penalty. Example: 6 MO INT ON 80%
XXXX,
5/4/3/2/1, 3%.
|
6
Months Interest on 80%
|
|
|
Prepayment
Term
|
Original
number of months that penalty was imposed.
|
24
|
|
|
Negative
Amortization Flag
|
Code/literal
to identify loans where negative amortization is allowed. Example:
Y=neg
am allowed, N=no neg am allowed.
|
Y
|
|
|
Negam
Percent Cap
|
Maximum
percentage of original balance that a loan may negatively amortize
by.
(25%, etc.)
|
25
|
|
|
MI
Provider
|
Name
or code for company providing private mortgage insurance.
|
Radian
|
|
|
MI
Coverage Percentage
|
Percentage
of insurance provided by PMI agreement.
|
12
|
|
|
MI
Certificate ID
|
Unique
ID to identify PMI insurance certificate.
|
5829471
|
|
|
Lender
Paid Insurance Flag
|
Indicates
if Lender pays PMI Insurance
|
Y
|
|
|
Lender
Paid Insurance Fee
|
stated
in percent
|
0.25
|
|
|
Assumable
Flag
|
Indicates
if loan is assumable
|
Y
|
|
|
Buydown
Flag
|
Indicates
if the loan has a buydown option (Y/N)
|
Y
|
SCH.
1-21
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Balloon
Term
|
Number
of months to Balloon Date
|
180
|
|
|
Balloon
Flag
|
Code/literal
to identify balloon loans. Example: Y, N.
|
Y
|
|
|
IO
Loans
|
|||
|
IO
Term
|
Indicates
the term in months of the interest only period
|
24
|
|
|
IO
Flag
|
Indicates
if the loan is an interest only loan for a period of the
loan
|
Y
|
|
|
Daily
Simple Interest Flag
|
Flag
to identify loans where interest is due is calculated based on
the date
that each payment is actually received.
|
Y
|
|
|
Convertible
Loans
|
|||
|
Convertible
Flag
|
Indicates
that the borrower is allowed to convert an ARM mortgage to a Fixed
Rate
mortgage
|
Y
|
|
|
Convertible
Term
|
The
specified period at which a borrower can choose to exercise convertible
rights
|
24
|
|
|
Conversion
Expiration Date
|
Expiration
date of conversion provisions
|
12/25/2006
|
|
|
Conversion
Fee
|
Fee
for converting loan from ARM to Fixed
|
||
|
Conversion
Formula
|
|||
|
Convert
Lookback
|
The
period designated for lookback calculation stated in days.
|
45
|
|
|
Convert
Index
|
Index
used for the conversion
|
||
|
Convert
Margin
|
|||
|
Convert
Cap Down
|
|||
|
Convert
Cap Up
|
|||
|
Convert
Lifetime Cap Down
|
|||
|
Convert
Lifetime Cap Up
|
SCH.
1-22
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Convert
Max PI CAP ( Up )
|
|||
|
Convert
Max PI CAP ( Down )
|
|||
|
ARM
Loans
|
|||
|
ARM
Flag
|
A
'Y' or 'N' to indicate if a loan is an Adjustable rate
mortgage
|
Y
|
|
|
Arm
Index Description
|
Code/literal
used to identify the specific underlying index that adjustable
rate loans
will reset from. (6 Months Libor, 1 Yr CMT, etc)
|
6ML
|
|
|
Margin
|
The
spread above the index value that a new rate on adjustable rate
loans will
be set to; subject to caps and rounding. (stated in
percent)
|
3.65
|
|
|
ARM
Rounding Feature
|
Code/literal
used to identify the method to be used when computing new rate
on
adjustable rate loans. (stated in percent)
|
0.125
|
|
|
Lookback
Days
|
The
actual number of days prior to the Next Rate Reset Date that the
underlying index will be referenced for determining new rate on
adjustable
rate loans. Examples: 45, 30, 0.
|
45
|
|
|
First
Payment Reset Date
|
The
first date that any payment reset was/is scheduled to occur. Typically
is
one month after First Rate Reset Date.
|
3/1/2007
|
|
|
First
Rate Reset Date
|
The
first date that any rate reset was/is scheduled to occur. Typically
is one
month prior to First Payment Reset Date.
|
2/1/2007
|
|
|
Initial
Rate Reset Period
|
Number
of payments to be made prior to the first rate reset. For a typical
5/1
ARM, this would contain the value 60.
|
60
|
SCH.
1-23
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
Rate
Reset Period
|
Number
of payments to be made between rate changes following the initial
rate
reset period. For a typical 5/1 ARM this would contain the value
12.
|
12
|
|
|
Initial
Payment Reset Period
|
Number
of payments to be made prior to the first payment reset. For a
typical 5/1
ARM, this would contain the value 60. For non hybrid loans this
would
equal the Payment Reset Period.
|
60
|
|
|
Payment
Reset Period
|
Number
of payments to be made between payment changes following the Initial
Payment Reset Period. For a typical 5/1 ARM this would contain
the value
12.
|
12
|
|
|
Initial
Rate Adjustment Cap
|
Maximum
rate change allowed on First Rate Reset Date.
|
3
|
|
|
First
Cap Adjustment Down
|
0
|
||
|
Rate
Adjustment Cap
|
Maximum
rate increase allowed subsequent to First Rate Reset Date.
|
1
|
|
|
Periodic
Floor
|
Maximum
rate decrease allowed subsequent to First Rate Reset Date.
|
0
|
|
|
Lifetime
Caps
|
The
maximum amount the rate is allowed to increase by over the life
of the
loan.
|
6
|
|
|
Lifetime
Floor
|
The
minimum amount the rate is allowed to increase by over the life
of the
loan.
|
0
|
|
|
Max
Rate
|
The
absolute maximum rate allowed for the loan.
|
11.65
|
|
|
Min
Rate
|
The
absolute minimum rate allowed for the loan.
|
3.65
|
|
|
Payment
Cap
|
Periodic
Cap for monthly principal & interest payment increase. Example
7.5%.
|
6.5
|
SCH.
1-24
|
GS
Data Dictionary
|
|||
|
Information
Type
|
Field
Name
|
Description
|
Example
|
|
General
Information
|
|||
|
Borrower
Name Last Name
|
Borrower's
Last Name
|
Xxx
|
|
|
Borrower
Name First Name
|
Borrower's
First Name
|
Xxx
|
|
|
CoBorrower
Name Last Name
|
Co-Borrower's
Last Name
|
Xxx
|
|
|
CoBorrower
Name First Name
|
Co-Borrower's
First Name
|
Xxxx
|
|
|
Borrower
Social Security Number/TIN
|
Eleven
character ID. Example: 000-00-0000.
|
000-00-0000
|
|
|
CoBorrower
Social Security Number/TIN
|
Eleven
character ID. Example: 000-00-0000.
|
000-00-0000
|
|
|
Self
Employment Flag
|
Y
|
||
|
Borrower
Age
|
52
|
||
|
Co-Age
|
56
|
||
|
Borrower
Race
|
|||
|
Co-Race
|
|||
|
Borrower
Gender
|
Male
|
||
|
Co-Gender
|
Female
|
||
|
Income
|
182564
|
||
|
Co-Income
|
256453
|
||
|
Co_credit
Score
|
841
|
||
|
Borrower
Ethnicity
|
|||
|
Co-Ethnicity
|
SCH.
1-25
EXHIBIT
1
FORM
OF MONTHLY REMITTANCE ADVICE
Exh.
1-1
EXHIBIT
2
FORM
OF CUSTODIAL ACCOUNT CERTIFICATION
_______
__, 200[_]
GreenPoint
Mortgage Funding, Inc. hereby certifies that it has established the account
described below as a Custodial Account pursuant to Section 2.04 of the Flow
Interim Servicing Agreement, dated as of October 1, 2006.
Title of
Account: “GreenPoint
Mortgage Funding, Inc. in trust for Xxxxxxx Xxxxx Mortgage Company, Residential
Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.”
Account
Number: ________________
Address
of office or branch
of
the
Interim Servicer at
which
Account is maintained:
GREENPOINT
MORTGAGE FUNDING, INC.
Interim
Servicer
By:
____________________________
Name:
Title:
Exh.
2-1
EXHIBIT
3
FORM
OF CUSTODIAL ACCOUNT LETTER AGREEMENT
_______
__, 200[_]
To:
_______________________
__________________________
__________________________
(the
“Depository”)
As
Interim Servicer under the Flow Interim Servicing Agreement, dated as of
October
1, 2006 (the “Agreement”),
we
hereby authorize and request you to establish an account, as a Custodial
Account
pursuant to Section 2.04 of the Agreement, to be designated as “GreenPoint
Mortgage Funding, Inc. in trust for Xxxxxxx Sachs Mortgage Company, Residential
Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.” All deposits
in the account shall be subject to withdrawal therefrom by order signed by
the
Interim Servicer. You may refuse any deposit which would result in violation
of
the requirement that the account be fully insured as described below. This
letter is submitted to you in duplicate. Please execute and return one original
to us.
GREENPOINT
MORTGAGE FUNDING, INC.
Interim
Servicer
By:
_____________________________
Name:
Title:
Date:
Exh.
3-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will
be
insured by the Federal Deposit Insurance Corporation through the Bank Insurance
Fund (“BIF”)
or the
Savings Association Insurance Fund (“SAIF”).
The
parties hereto intend that the Custodial Account established hereby shall
be a
special deposit account. This letter shall be construed in accordance with
the
laws of the State of New York.
___________________________
Depository
By:
_________________________________
Name:
Title:
Date:
Exh.
3-2
EXHIBIT
4
FORM
OF ESCROW ACCOUNT CERTIFICATION
_________
___, 200[_]
GreenPoint
Mortgage Funding, Inc. hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 2.06 of the Flow
Interim Servicing Agreement, dated as of October 1, 2006.
Title of
Account: “GreenPoint Mortgage Funding, Inc., in trust for Xxxxxxx Xxxxx Mortgage
Company Residential Fixed and Adjustable Rate Mortgage Loans, and various
Mortgagors”
Account
Number: _________________________
Address
of office or branch
of
the
Interim Servicer at
which
Account is maintained:
GREENPOINT
MORTGAGE FUNDING, INC.
Interim
Servicer
By:
_____________________________
Name:
Title:
Date:
Exh.
4-1
EXHIBIT
5
FORM
OF ESCROW ACCOUNT LETTER AGREEMENT
_______
__, 200[_]
To:
_______________________
__________________________
__________________________
(the
“Depository”)
As
Interim Servicer under the Flow Interim Servicing Agreement, dated as of
October
1, 2006 (the “Agreement”),
we
hereby authorize and request you to establish an account, as an Escrow Account
pursuant to Section 2.06 of the Agreement, to be designated as “GreenPoint
Mortgage Funding, Inc., in trust for Xxxxxxx Sachs Mortgage Company Residential
Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.” All deposits
in the account shall be subject to withdrawal therefrom by order signed by
the
Interim Servicer. You may refuse any deposit which would result in violation
of
the requirement that the account be fully insured as described below. This
letter is submitted to you in duplicate. Please execute and return one original
to us.
GREENPOINT
MORTGAGE FUNDING, INC.
Interim
Servicer
By:
____________________________
Name:
Title:
Date:
Exh.
5-1
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number [______], at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will
be
insured by the Federal Deposit Insurance Corporation through the Bank Insurance
Fund (“BIF”)
or the
Savings Association Insurance Fund (“SAIF”).
The
parties hereto intend that the Escrow Account established hereby shall be
a
special deposit account. This letter shall be construed in accordance with
the
laws of the State of New York.
___________________________
Depository
By:
_______________________________
Name:
Title:
Date:
Exh.
5-2
EXHIBIT
6
ANNUAL
CERTIFICATION
[_______________]
(the “Trust”),
Mortgage Pass-Through Certificates, Series [_____], issued pursuant to the
Pooling and Servicing Agreement, dated as of [_____], 200[_] (the “Pooling
and Servicing Agreement”),
among
[_____], as depositor (the “Depositor”),
[_____], as trustee (the “Trustee”),
[_____], as servicer (the “Servicer”),
and
[_____], as responsible party
I,
[identify the certifying individual], certify to the Depositor and the Trustee,
and their officers, directors and affiliates, and with the knowledge and
intent
that they will rely upon this certification, that:
1. The
servicing information required to be provided to the Trustee by the Servicer
under the Pooling and Servicing Agreement has been so provided;
2. I
am
responsible for reviewing the activities performed by the Servicer under
the
Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance review required under the Pooling and Servicing Agreement, and
except
as disclosed in the annual compliance statement required to be delivered
to the
Trustee in accordance with the terms of the Pooling and Servicing Agreement
(which has been so delivered to the Trustee), the Servicer has fulfilled
its
obligations under the Pooling and Servicing Agreement; and
3. All
significant deficiencies relating to the Servicer’s compliance with the minimum
servicing standards for purposes of the report provided by an independent
public
accountant, after conducting a review conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar procedure, as
set
forth in the Pooling and Servicing Agreement, have been disclosed to such
accountant and are included in such reports.
Date:
___________________________
_____________________________________________
[Signature]
[Title]
Exh.
6-1
EXHIBIT
7
DELINQUENCY
COLLECTION POLICIES AND PROCEDURES
[To
Be
Provided by Interim Servicer]
Exh.
7-1
