RECONSTITUTED SERVICING AGREEMENT
RECONSTITUTED
SERVICING AGREEMENT
This
Reconstituted Servicing Agreement (this “Agreement”)
dated
as of June 1, 2006, is by and among GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.
(“GCFP”
or
the
“Seller”),
COUNTRYWIDE HOME LOANS, INC. (“CHL”),
COUNTRYWIDE HOME LOANS SERVICING LP, as servicer (the “Servicer”
or
“Countrywide
Servicing”),
GREENWICH CAPITAL ACCEPTANCE, INC. (“GCA”
or
the
“Depositor”)
and
XXXXX FARGO BANK, N.A., as master servicer (in such capacity, the “Master
Servicer”)
and
securities administrator (in such capacity, the “Securities
Administrator”),
and
is acknowledged by DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).
RECITALS
WHEREAS,
GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto (the
“Serviced
Loans”)
to the
Depositor, which in turn has conveyed the Serviced Loans to the Trustee pursuant
to a pooling and servicing agreement dated as of June 1, 2006 (the
“Pooling
Agreement”),
among
the Seller, GCA, the Master Servicer, the Securities Administrator and the
Trustee;
WHEREAS,
the Serviced Loans were serviced by CHL for the Seller pursuant to a Master
Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003
(the
“MMLPSA”),
as
amended by that certain Amendment Number One, dated as of November 1, 2004
(the
“Amendment
Number One”)
and as
further amended on December 1, 2005 by that certain Amendment Reg AB to the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
1,
2005 (the “Amendment
Reg AB,”
and
together with the MMLPSA and Amendment Number One, the “Servicing
Agreement”),
between GCFP, as purchaser (in such capacity, the “Purchaser”)
and
CHL, as seller and servicer, the servicing provisions of which are annexed
hereto as Exhibit Three;
WHEREAS,
CHL has assigned its servicing rights under the Servicing Agreement with
respect
to the Serviced Loans to Countrywide Servicing;
WHEREAS,
GCFP desires that Countrywide Servicing continue to service the Serviced
Loans
and Countrywide Servicing has agreed to do so;
WHEREAS,
Section 24 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to
any
person to whom any “Mortgage Loan” (as such term is defined in the Servicing
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, CHL has agreed, in Section 12 and Section 29 of the Servicing
Agreement, to enter into additional documents, instruments or agreements
as may
be reasonably necessary in connection with any “Pass-Through Transfer” (as such
term is defined in the Servicing Agreement) contemplated by GCFP pursuant
to the
Servicing Agreement;
1
WHEREAS,
CHL, Countrywide Servicing and GCFP agree that this Agreement shall constitute
a
“Reconstitution Agreement” (as such term is defined in the Servicing Agreement)
in connection with a Pass-Through Transfer that shall govern the Serviced
Loans
for so long as such Serviced Loans remain subject to the provisions of the
Pooling Agreement;
NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
hereto agree as follows:
Definitions
Capitalized
terms used and not defined in this Agreement (including Exhibit One hereto)
or
in the Servicing Agreement shall have the meanings ascribed to them in the
Pooling Agreement.
Servicing
Countrywide
Servicing agrees, with respect to the servicing of the Serviced Loans, to
perform and observe the duties, responsibilities and obligations that are
to be
performed and observed by the Seller (as such term is defined in the Servicing
Agreement) under the provisions of the Servicing Agreement, except as otherwise
provided herein and on Exhibit One hereto, and that the provisions of the
Servicing Agreement, as so modified, are and shall be a part of this Agreement
to the same extent as if set forth herein in full.
Trust
Cut-off Date
The
parties hereto acknowledge that by operation of Section 11.17 of the Servicing
Addendum to the Servicing Agreement (as modified by this Agreement) the
remittance on July 18, 2006 to be made to the Trust Fund is to include all
principal collections due after June 1, 2006 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected
during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 11.17 of the
Servicing Addendum to the Servicing Agreement.
Servicing
Fee
The
Servicing Fee rate for the Serviced Loans shall be as set forth on the Mortgage
Loan Schedule applicable on the original sale date of the Mortgage Loans
from
CHL to GCFP (the “Servicing
Fee Rate”).
The Servicing
Fee shall be payable monthly from the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to
the
extent permitted by Section 11.05 of the Servicing Addendum to the Servicing
Agreement) of the related Monthly Payment collected by the Servicer (or as
otherwise provided under Section 11.05 of the Servicing Addendum to the
Servicing Agreement).
2
Recognition
of the Master Servicer and the Trust Fund
1. From
and after the date hereof Countrywide Servicing and CHL shall recognize the
HarborView Mortgage Trust 2006-6 Trust Fund (the “Trust
Fund”)
as the
owner of the Serviced
Loans,
and
Countrywide Servicing will service the Serviced
Loans
for the
Trust Fund as if the Trust Fund and Countrywide Servicing had entered into
a
separate servicing agreement for the servicing of the Serviced
Loans
in the
form of the Servicing Agreement. Pursuant to the Pooling Agreement, the Master
Servicer shall have the same rights (but not the obligations, except to the
extent expressly set forth in the Pooling Agreement) as the Purchaser under
the
Servicing Agreement to enforce the obligations of Countrywide Servicing and
CHL,
including, without limitation, the enforcement of (i) the document delivery
requirements set forth in Section 6.03 of the Servicing Agreement and (ii)
remedies with respect to representations and warranties made by CHL in the
Servicing Agreement, and shall be entitled to enforce all of the obligations
of
Countrywide Servicing and CHL thereunder insofar as they relate to the Serviced
Loans. CHL and Countrywide Servicing shall look solely to the Trust Fund
for
performance of any obligations of the Purchaser under the Servicing Agreement
and the Trust Fund hereby assumes such obligations. All references to the
Purchaser under the Servicing Agreement insofar as they relate to the Serviced
Loans, shall be deemed to refer to the Trust Fund. Neither CHL nor GCFP shall
amend or agree to amend, modify, waive, or otherwise alter any of the terms
or
provisions of the Servicing Agreement which amendment, modification, waiver
or
other alteration would in any way (i) affect the Serviced Loans or CHL’s
performance under the Servicing Agreement with respect to the Serviced Loans
without the prior written consent of the Trustee or the Master Servicer on
behalf of the Trust Fund or (ii) materially and adversely affect the interests
of the Certificateholders in the Mortgage Loans.
2. The
Master Servicer shall be entitled to terminate the rights and obligations
of
Countrywide Servicing under this Agreement, as provided in Section 14 (Default)
of the Servicing Agreement. Notwithstanding anything herein to the contrary,
in
no event shall the Master Servicer be required to assume any of the obligations
of the Purchaser under the Servicing Agreement; and in entering into this
Agreement, in connection with the performance by the Master Servicer of any
duties it may have hereunder, and in the exercise by the Master Servicer
of its
rights the parties and other signatories hereto. Without limitation of the
foregoing, any provision of the Servicing Agreement requiring GCFP or the
Trust
Fund, as assignee of GCFP’s rights and obligations as “Purchaser” under the
Servicing Agreement, to reimburse the Servicer for any costs or expenses
(except
with respect to any indemnification obligation) shall be satisfied by the
Servicer’s reimbursement of such costs or expenses from the Custodial Account.
Notwithstanding the foregoing, it is understood that Countrywide Servicing
shall
not be obligated to defend and indemnify and hold harmless the Master Servicer,
the Trust Fund, GCFP, the Trustee and GCA against any losses, damages,
penalties, fines, forfeitures, judgments and any related costs including,
without limitation, reasonable and necessary legal fees, resulting from (i)
actions or inactions of Countrywide Servicing which were taken or omitted
upon
the instruction or direction of the Trust Fund’s designee or the Master Servicer
or (ii) the failure of the Trust Fund or the Trust Fund’s designee to perform
the obligations of the “Owner” or “Purchaser” under the Servicing Agreement.
Warranties
GCFP,
CHL
and Countrywide Servicing mutually warrant and represent that, with respect
to
the Serviced Loans, the Servicing Agreement is in full force and effect as
of
the date hereof and has not been amended or modified in any way with respect
to
the Serviced Loans, except as set forth herein, and no notice of termination
has
been given thereunder.
3
Representations
Pursuant
to Section 12 of the Servicing Agreement, CHL hereby represents and warrants,
for the benefit of GCFP, GCA, the Trustee and the Trust Fund, that (i) the
representations and warranties set forth in Section 7.01 of the Servicing
Agreement (except with respect to Section 7.01(ix)) are true and correct
in all
material respects as of June 30, 2006 (the “Reconstitution
Date”),
as if
such representations and warranties were made on such date and (ii) the
representations and warranties set forth in Section 7.02 of the Servicing
Agreement are true and correct in all material respects as of the Closing
Date
(as defined in the Servicing Agreement). In addition, Countrywide Servicing
shall make the representations and warranties listed on Exhibit Four hereto
as
of the Reconstitution Date.
CHL
and
Countrywide Servicing hereby acknowledge and agree that the remedies available
to the Trust Fund (including the Trustee acting on the Trust Fund’s behalf) in
connection with any breach of the representations and warranties made by
CHL or
Countrywide Servicing set forth above that materially and adversely affects
the
value of that Mortgage Loan or the interests of the Purchaser in such Mortgage
Loan shall be as set forth in Subsection 7.03 of the Servicing Agreement
as if
they were set forth herein (including without limitation the repurchase and
indemnity obligations set forth therein). Such enforcement of a right or
remedy
by GCA on behalf of the Trust Fund shall have the same force and effect as
if
the right or remedy had been enforced or exercised by GCFP directly, and
the
Trustee on behalf of the Trust Fund hereby consents to such enforcement by
GCA.
Assignment
CHL
and
Countrywide Servicing hereby acknowledge that the rights of GCFP under the
Servicing Agreement as amended by this Agreement will be assigned to GCA
under a
Mortgage Loan Purchase Agreement and by GCA to the Trust Fund under the Pooling
Agreement, and agree that the Mortgage Loan Purchase Agreement and the Pooling
Agreement will each be a valid assignment and assumption agreement or other
assignment document and will constitute a valid assignment and assumption
of the
rights and obligations of GCFP as “Purchaser” under the Servicing Agreement to
GCA and the Trustee, on behalf of the Trust Fund, as applicable. In addition,
the Trust Fund has made, or intends to make, a REMIC election. CHL and
Countrywide Servicing hereby consent to such assignment and assumption and
acknowledge the Trust Fund’s REMIC election.
Notices
and Remittances
1. All
notices, consents, certificates, reports or certifications (collectively,
“Written
Information”)
required to be delivered to the Purchaser under the Servicing Agreement and
under this Agreement shall be delivered to the Master Servicer on behalf
of the
Trust Fund at the following address:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx 00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, HarborView 2006-6
(or
in the case of overnight deliveries,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4
2. All
amounts required to be remitted or distributed by the Servicer to the
“Purchaser” under the Servicing Agreement and under this Agreement shall be made
to the following wire account:
Xxxxx
Fargo Bank, N.A.
ABA#:
000-000-000
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: HarborView 2006-6, Account #00000000
3. All
Written Information required to be delivered to the Depositor under the
Servicing Agreement and under this Agreement shall be delivered to the Depositor
at the following address:
Greenwich
Capital Acceptance, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (HarborView 2006-6)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4. All
demands, notices and communications required to be delivered to CHL and
Countrywide Servicing under the Servicing Agreement and this Agreement shall
be
in writing and shall be deemed to have been duly given if personally delivered
at or mailed by registered mail, postage prepaid, as follows:
In
the case of CHL,
Countrywide
Home Loans, Inc.
0000
Xxxx
Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention:
Xxxxxx Xxxxx, Executive Vice President
In
the case of Countrywide Servicing,
Countrywide
Home Loans Servicing LP
000
Xxxxxxxxxxx Xxx
Xxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxx and Xxxx Xx
5
Acknowledgment
by the Master Servicer and Covenant of GCA
The
Master Servicer on behalf of the Trust Fund hereby acknowledges and consents
to
the provision of Written Information by Countrywide Servicing to the GCA
pursuant to this Agreement; provided, however, in the event GCA requests
Written
Information that contains “non-public personal information” as defined in the
Xxxxx-Xxxxx Bliley Act, as amended, GCA hereby agrees that prior to receiving
such Written Information, it shall execute a non-disclosure agreement mutually
agreeable to GCA, the Master Servicer on behalf of the Trust Fund and
Countrywide Servicing.
Governing
Law
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Counterparts
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts
shall
together constitute but one and the same instrument.
Reconstitution
CHL,
Countrywide Servicing and GCFP agree that this Agreement is a Reconstitution
Agreement executed in connection with a Pass-Through Transfer and that June
30, 2006 is the Reconstitution Date.
Limited
Role of the Trustee
The
Trustee shall have no obligations or duties under this Agreement except as
expressly set forth herein. No implied duties on the part of the Trustee
shall
be read into this Agreement. Nothing herein shall be construed to be an
assumption by the Trustee of any duties or obligations of any party to this
Agreement or the Servicing Agreement, the duties of the Trustee being solely
those set forth in the Pooling Agreement. The Trustee is entering into this
Agreement solely in its capacity as Trustee under the Pooling Agreement and
not
individually, and there shall be no recourse against the Trustee in its
individual capacity hereunder or for the payment of any obligations of the
Trust
or the Trust Fund.
6
Executed
as of the day and year first above written.
COUNTRYWIDE
HOME LOANS, INC.
By:
/s/ Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
First Vice President
COUNTRYWIDE
HOME LOANS
SERVICING
LP
By:
Countrywide GP, Inc., its General Partner
By:
/s/ Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
First Vice President
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
GREENWICH
CAPITAL ACCEPTANCE, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
XXXXX
FARGO BANK, N.A.,
as
Master Servicer and Securities Administrator
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
Assistant Vice President
Agreed
to
and acknowledged By:
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in
its individual capacity, but solely as Trustee
For
HarborView Mortgage Trust 2006-6 Trust Fund
under
the
Pooling Agreement
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
By:
/s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
EXHIBIT
ONE
Modifications
to the Servicing Agreement
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1.
|
The
definition of “Business Day” in Section 1 is hereby amended in its
entirety to read as follows:
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Business
Day:
Any day
other than a Saturday or Sunday, or a day on which banks and savings and
loan
institutions in California, Maryland, Massachusetts, Minnesota, New York
or
Texas are authorized or obligated by law or executive order to be
closed.
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2.
|
The
definition of “Eligible Account” in Section 1 is hereby amended in its
entirety to be as defined in the Pooling
Agreement.
|
|
3.
|
The
definition of “Mortgage Interest Rate” in Section 1 is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
|
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4.
|
The
definition of “Opinion of Counsel” in Section 1 is hereby amended in its
entirety to read as follows:
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Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of Countrywide, that is
reasonably acceptable to the Trust Fund (or the Trustee on behalf of the
Trust
Fund) and the Master Servicer provided that any Opinion of Counsel relating
to
(a) qualification of the Mortgage Loans in a REMIC or (b) compliance with
the
REMIC Provisions, must be an opinion of counsel reasonably acceptable to
the
Trust Fund (or the Trustee on behalf of the Trust Fund), the Master Servicer
and
the Depositor who (i) is in fact independent of Countrywide, (ii) does not
have
any material direct or indirect financial interest in Countrywide or in any
affiliate of any such entity and (iii) is not connected with Countrywide
as an
officer, employee, director or person performing similar functions.
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5.
|
A
new definition of “Permitted Investments” is hereby added to Section 1
immediately following the definition of “Periodic Rate Cap” to read as
follows:
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Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase
price
of not greater than par, regardless of whether issued or managed by the
Depositor, the Trust Fund (or the Trustee on behalf of the Trust Fund) or
any of
their respective Affiliates or for which an Affiliate of the Trust Fund (or
the
Trustee on behalf of the Trust Fund) serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
such
depository institution or trust company or its ultimate parent has a
short-term
uninsured debt rating in one of the two highest available rating categories
of
the Rating Agency and
(B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
Ex.
1-1
(iii) repurchase
obligations with respect to any security described in clause (i) above and
entered into with a depository institution or trust company (acting as
principal) rated A or higher by the Rating Agency;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the District
of
Columbia or any State thereof and that are rated by the Rating Agency in
its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by the Rating Agency in its highest
short-term unsecured debt rating available at the time of such
investment;
(vi) units
of
money market funds (which may be 12b-1 funds, as contemplated by the Commission
under the Investment Company Act of 1940) registered under the Investment
Company Act of 1940 including funds managed or advised by the Trust Fund
(or the
Trustee on behalf of the Trust Fund) or an affiliate thereof having the highest
applicable rating from the Rating Agency; and
(vii) if
previously confirmed in writing to the Trust Fund (or the Trustee on behalf
of
the Trust Fund), any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the Rating Agency
in
writing as a permitted investment of funds backing securities having ratings
equivalent to its highest initial ratings of the Senior
Certificates;
provided,
however,
that no
instrument described hereunder shall evidence either the right to receive
(a)
only interest with respect to the obligations underlying such instrument
or (b)
both principal and interest payments derived from obligations underlying
such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations.
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6.
|
The
definition of “Purchaser” in Section 1 is hereby amended and replaced with
the “Trust Fund (or the Trustee on behalf of the Trust Fund”) as defined
in this Agreement.
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|
7.
|
A
new definition of “Rating Agency” is hereby added to Section 1 immediately
following the definition of “Qualified Substitute Mortgage Loan” to read
as follows:
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Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
the applicable Pass-Through Transfer.
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8.
|
A
new definition of “Relief Act Reduction” is hereby added to Section 1
immediately following the definition of “Refinanced Mortgage Loan” to read
as follows:
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Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application
of the
Servicemembers Civil Relief Act, as amended, or any similar state law, any
amount by which interest collectible on such Mortgage Loan for the Due Date
in
the related Due Period is less than the interest accrued thereon for the
applicable one-month period at the Mortgage Interest Rate without giving
effect
to such reduction.
Ex.
1-2
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9.
|
A
new definition of “REMIC Provisions” is hereby added to Section 1
immediately following the definition of “REMIC” to read as
follows:
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REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits which appear at Section 860A through 860G of Subchapter
M of
Chapter 1 of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to
time.
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10.
|
The
definition of “Remittance Date” is amended and restated to read as
follows:
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Remittance
Date:
The
18th
calendar
day of any month or, if such 18th
day is
not a Business Day, the Business Day immediately preceding such 18th
day.
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11.
|
A
new definition of “Sarbanes Certifying Party” is added to Section 1
immediately before the definition of “Seller” to read as
follows:
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Sarbanes
Certifying Party:
A
Person who provides a certification required under the Xxxxxxxx-Xxxxx Act
of
2002 on behalf of the Trust Fund.
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12.
|
Subsection
7.03 (Remedies for Breach of Representations and Warranties) is
hereby
amended as follows:
|
|
(i)
|
by
adding the words “(payable from its own funds and not from the Custodial
Account)” to the first sentence of the fifth paragraph after the word
“indemnify;”
|
|
(ii)
|
by
replacing the words “the Purchaser and hold it” at the beginning of the
second line of the fifth paragraph with “the Trust Fund (or the Trustee on
behalf of the Trust Fund) and hold
it;”
|
|
(iii)
|
by
replacing each of the references to “the Purchaser” in the last sentence
of the fifth paragraph with “the Trust Fund (or the Trustee on behalf of
the Trust Fund);”
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(iv)
|
by
replacing each of the references to “the Purchaser” in the sixth paragraph
with “the Trust Fund (or the Trustee on behalf of the Trust Fund);”
and
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(v) by
adding
the following sentence at the end of Section 7.03:
The
enforcement of a right or remedy pursuant to this Section 7.03 shall be by
GCA
on behalf of the Trust Fund, which the Trustee on behalf of the Trust Fund
hereby consents to, and shall have the same force and effect as if the right
or
remedy had been enforced or exercised by GCFP directly.
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13.
|
Subsection
7.04 (Reserved) is hereby titled “Credit Reporting” and amended as
follows: The Servicer will fully furnish in accordance with the
Fair
Credit Reporting Act and its implementing regulations, accurate
and
complete information (i.e., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information
Company, on a monthly basis.
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Ex.
1-3
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14.
|
Subsection
13.01 (Additional Indemnification by the Seller; Third Party Claims)
is
hereby amended:
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|
(i)
|
by
replacing each of the two references to “the Purchaser” in the first
sentence with “the Trust Fund (or the Trustee on behalf of the Trust Fund)
and the Depositor;”
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(ii)
|
by
replacing the reference to “it” in the first sentence with
“each;”
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(iii)
|
by
replacing the first and third reference to “the Purchaser” in the second
sentence with “the Trust Fund;”
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(iv)
|
by
replacing the second reference to “the Purchaser” in the second sentence
with “the Trust Fund”
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(v)
|
by
replacing each reference to “the Purchaser” in the fourth sentence with
“the Trust Fund (or the Trustee on behalf of the Trust Fund) and
the
Depositor;” and
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(vi)
|
by
replacing the reference to “the Purchaser” in the last sentence with “the
Trust Fund.”
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15.
|
Subsection
13.04 (Seller Not to Resign) is hereby amended as
follows:
|
|
(i)
|
by
replacing the reference to “the Purchaser” in the second line with “the
Master Servicer;”
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(ii)
|
by
replacing the first reference to “the Purchaser” in the second sentence
with “the Master Servicer;” and
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|
(iii)
|
by
replacing the second reference to “the Purchaser” in the second sentence
with “the Master Servicer.”
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16.
|
Subsection
13.05 (No Transfer of Servicing) is hereby amended by replacing
the words
“prior written approval of the Purchaser” with “the prior written consent
of the Purchaser (or its designee), which consent shall not be
unreasonably withheld” in the second sentence of the
paragraph.
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17.
|
Subsection
14.01 (Events of Default) is hereby amended as
follows:
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|
(i)
|
by
replacing each reference to “the Purchaser” with “the Purchaser (or its
designee);”
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(ii)
|
by
amending and restating clause (i) of Section 14.01 to read as
follows:
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(i)
any
failure of the Seller to remit to the Master Servicer any payment required
to be
made under the terms of this Agreement which continues unremedied for a period
of one (1) Business Day after the date upon which such payment was required
to
be made; or
Ex.
1-4
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(iii)
|
by
adding the words “subject to clause (ix) of this Subsection 14.01,” at the
beginning of clause (ii); and
|
|
(iv)
|
by
replacing in clause (ix) the words “Sections 11.25 and 11.26 of the
Servicing Addendum, which failure continues unremedied for a period
of
thirty (30) days” with the words “any failure by the Seller to duly
perform, within the required time period, its obligations to provide
any
certifications, assessments, attestations or statements of compliance
under Sections 2(d) and (e) of Amendment Reg AB, which failure
continues
unremedied for a period of ten (10)
days.”
|
|
18.
|
Subsection
14.02 (Waiver of Defaults) is hereby amended by replacing the reference
to
“The Purchaser” with “The Trust Fund (or the Trustee on behalf of the
Trust Fund).”
|
|
19.
|
Section
15.01 (Termination) is hereby deleted in its entirety and replaced
by the
following:
|
Section
15.01 Termination
The
respective obligations and responsibilities of the Seller shall terminate
upon
the: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of all
REO
Property and the remittance of all funds due hereunder; or (ii) in accordance
with Section 13.05.
|
20.
|
Section
16 (Successor to the Seller) is hereby amended as
follows:
|
|
(i)
|
by
replacing the words “Prior to” with “Upon” at the beginning of the first
sentence of the first paragraph;
|
|
(ii)
|
by
replacing the reference to “Section 15.01(ii)” with “Subsection 14.01” in
the second line of the first
paragraph;
|
|
(iii)
|
by
adding the words “, in accordance with the Pooling Agreement,” after the
word “shall” in the second line of the first
paragraph;
|
|
(iv)
|
by
adding the following new sentence immediately after the first sentence
of
the first paragraph to read as
follows:
|
Any
successor to the Seller, as servicer,
shall
be
a FHLMC- or FNMA-approved servicer and shall be subject to the approval of
each
Rating Agency, as evidenced by a letter from each such Rating Agency delivered
to the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Master
Servicer that the transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of the
Certificates.
|
(v)
|
by
adding the following proviso at the end of the second sentence
of the
first paragraph immediately before the period to read as
follows:
|
Ex.
1-5
;
provided,
however,
that no
such compensation shall be in excess of that permitted the Seller under this
Agreement.
|
(vi)
|
by
replacing the reference to “the Purchaser” in the second line of the
second paragraph with “the Master Servicer and the Trust Fund (or the
Trustee on behalf of the Trust Fund);”
and
|
|
(vii)
|
by
adding the following new paragraph as the fifth paragraph to read
as
follows:
|
Except
as
otherwise provided in this Section 16, all reasonable costs and expenses
incurred in connection with any transfer of servicing hereunder (as a result
of
the termination of the Seller), including, without limitation, the costs
and
expenses of the Master Servicer or any other Person in appointing a successor
servicer, or of the Master Servicer in assuming the responsibilities of the
Seller hereunder, or of transferring the Servicing Files and the other necessary
data, including the completion, correction or manipulation of such servicing
data as may be required to correct any errors or insufficiencies in the
servicing data, to the successor servicer shall be paid by the terminated
or
resigning Seller from its own funds without reimbursement. Notwithstanding
any
of the foregoing, all reasonable costs and expenses incurred in connection
with
any transfer of servicing pursuant to Subsection 15.02 shall be paid by the
Trust Fund.
|
21.
|
Section
24 (Successors and Assigns; Assignment of Purchase Agreement) is
hereby
amended by replacing the words “the consent of the Purchaser” at the end
of the second sentence with “the prior written consent of the Depositor,
the Trust Fund (or the Trustee on behalf of the Trust Fund), the
Master
Servicer and each Rating Agency.”
|
|
22.
|
A
new Section 35 (Amendment) is hereby added to the Servicing Agreement
to
read as follows:
|
SECTION
35. Amendment.
This
Agreement may be amended only by written agreement signed by the Seller,
the
Depositor, the Master Servicer and the Trust Fund (or the Trustee on behalf
of
the Trust Fund). The party requesting such amendment shall, at its own expense,
provide the Depositor, the Master Servicer and the Trust Fund (or the Trustee
on
behalf of the Trust Fund) with an Opinion of Counsel that (i) such amendment
is
permitted under the terms of this Agreement, (ii) the Seller has complied
with
all applicable requirements of this Agreement, and (iii) such Amendment will
not
materially adversely affect the interest of the Certificateholders in the
Mortgage Loans.
|
23.
|
A
new Section 36 (Intended Third Party Beneficiaries) is hereby added
to the
Servicing Agreement to read as
follows:
|
SECTION
36. Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the intent of such
parties as set forth herein, that the Trust Fund (or the Trustee on behalf
of
the Trust Fund) and the Depositor each receive the benefit of the provisions
of
this Agreement as an intended third party beneficiary of this Agreement to
the
extent of such provisions. The Seller shall have the same obligations to
the
Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor
as if
the Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor
were each a party to this Agreement, and the Trust Fund (or the Trustee on
behalf of the Trust Fund) and the Depositor each shall have the same rights
and
remedies to enforce the provisions of this Agreement as if it were a party
to
this Agreement. Notwithstanding the foregoing, all rights and obligations
of the
Trust Fund (or the Trustee on behalf of the Trust Fund) and the Depositor
hereunder (other than the right to indemnification and the indemnification
obligations, as applicable) shall terminate upon termination of the Trust
Fund
pursuant to the Pooling Agreement.
Ex.
1-6
|
24.
|
Section
11.01 of the Servicing Addendum (Seller to Act as Servicer) is
hereby
amended as follows:
|
|
(i)
|
by
adding the following proviso at the end of the first paragraph
to read as
follows:
|
provided,
however,
that
the Seller shall not knowingly or intentionally take any action, or fail
to take
(or fail to cause to be taken) any action reasonably within its control and
the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any REMIC
created under the Pooling Agreement to fail to qualify as a REMIC or result
in
the imposition of a tax upon the Trust (including but not limited to the
tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and
the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) unless
Trust Fund (or the Trustee on behalf of the Trust Fund) and the Master Servicer
have received an Opinion of Counsel (but not at the expense of the Seller)
to
the effect that the contemplated action will not cause any REMIC created
under
the Pooling Agreement to fail to qualify as a REMIC or result in the imposition
of a tax upon any such REMIC created thereunder.
|
(ii)
|
by
adding the following additional proviso at the end of the first
sentence
of the second paragraph to read as
follows:
|
;
provided,
further,
no such
modification shall be permitted unless the Seller shall have provided to
the
Trust Fund (or the Trustee on behalf of the Trust Fund) and the Master Servicer
an Opinion of Counsel in writing to the effect that such modification, waiver
or
amendment would not cause an Adverse REMIC Event (as defined in the Pooling
Agreement). The costs of obtaining such Opinion of Counsel shall be a
reimbursable expense to the Seller to be withdrawn from the Custodial Account
pursuant to Section 11.05. Promptly after the execution of any modification
of
any Mortgage Loan, the Seller shall deliver to the Trust Fund (or the Trustee
on
behalf of the Trust Fund) the originals of any documents evidencing such
modification.
|
25.
|
Section
11.04 of the Servicing Addendum (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “, entitled ‘in trust for the Trustee on behalf of the
HarborView 2006-6 Trust Fund’” at the end of the first sentence of the
first paragraph.
|
|
(ii)
|
by
adding a new paragraph at the end of the section to read as
follows:
|
|
“Funds
in the Custodial Account shall, if invested, be invested in Permitted
Investments; provided, however, that the Seller shall be under
no
obligation or duty to invest (or otherwise pay interest on) amounts
held
in the Custodial Account. All Permitted Investments shall mature
or be
subject to redemption or withdrawal no later than one Business
Day prior
to the next succeeding Remittance Date (except that if such Permitted
Investment is an obligation of the Seller, then such Permitted
Investment
shall mature not later than such applicable Remittance Date). Any
and all
investment earnings from any such Permitted Investment shall be
for the
benefit of the Seller and shall be subject to its withdrawal or
order from
time to time, and shall not be part of the Trust Fund. The risk
of loss of
moneys required to be remitted to the Master Servicer resulting
from such
investments shall be borne by and be the risk of the Seller. The
Seller
shall deposit the amount of any such loss in the Custodial Account
immediately as realized, but in no event later than the related
Remittance
Date.”
|
Ex.
1-7
|
26.
|
Section
11.05 of the Servicing Addendum (Permitted Withdrawals From the
Custodial
Account) is hereby amended as
follows:
|
|
(i)
|
by
adding a new subclause (xx) to read as
follows:
|
(xx)
to
reimburse itself for unreimbursed Servicing Advances to the extent that such
amounts are nonrecoverable by the Seller pursuant to subclause
(iii) above;
|
(ii)
|
by
adding the following paragraph at the end such
Section:
|
The
Seller hereby acknowledges that upon the termination of the Trust Fund on
or
following the Call Option Date in connection with the purchase of the Mortgage
Loans by the Master Servicer pursuant to Section 10.01(a) of the Pooling
Agreement, the Seller will not be entitled to reimbursement of any outstanding
Monthly Advances or Servicing Advances from the Distribution Account on such
date of termination, and shall be entitled to such reimbursement from the
Custodial Account under the terms of the Servicing Agreement.
|
27.
|
Section
11.06 of the Servicing Addendum (Establishment of Escrow Accounts;
Deposits in Escrow Accounts) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “, entitled ‘in trust for the Trustee on behalf of the
HarborView 2006-6 Trust Fund’” at the end of the first sentence of the
first paragraph.
|
|
(ii)
|
by
adding the following sentence after the first sentence of the second
paragraph as follows:
|
|
The
Seller will be obligated to make Servicing Advances to the Escrow
Account
in respect of its obligations under this Section 11.06, reimbursable
from
the Escrow Accounts or Custodial Account to the extent not collected
from
the related Mortgagor, anything to the contrary notwithstanding,
when and
as necessary to pursuant to Section 11.08 hereof; provided,
however,
that Servicing Advances shall not be required to be made by the
Seller if
such Servicing Advance would, if made, be, in the Seller’s reasonable
judgment, nonrecoverable.
|
|
28.
|
The
fourth paragraph of Section 11.13 of the Servicing Addendum (Title,
Management and Disposition of REO Property) is hereby deleted in
its
entirety and replaced by the
following:
|
The
Seller shall use its best efforts to dispose of each REO Property as soon
as
possible and shall sell each REO Property in any event within three (3) years
after title has been taken to such REO Property, unless (a) a REMIC election
has
not been made with respect to the arrangement under which the Mortgage Loans
and
the REO Property are held, or (b) the Seller determines, and gives an
appropriate notice to the Master Servicer to such effect, that a longer period
is necessary for the orderly liquidation of such REO Property and the Seller,
at
its expense, obtains an extension of time from the Internal Revenue Service
to
sell the REO Property or provides an Opinion of Counsel that the REMIC status
is
not affected if the Seller has not disposed of the REO Property within such
three (3) year period. If a period longer than three (3) years is permitted
under the foregoing sentence and is necessary to sell any REO Property, the
Seller shall report monthly to the Master Servicer as to the progress being
made
in selling such REO Property.
Ex.
1-8
|
29.
|
Section
11.17 of the Servicing Addendum (Distributions) is hereby amended
as
follows:
|
|
(i)
|
by
(a) deleting the words “the second Business Day following” in the first
sentence of the second paragraph and (b) replacing the words “day
following such second Business Day” in the second sentence of the second
paragraph with “Business Day on which such remittance was
due.”
|
|
(ii)
|
by
adding the following paragraph after the second paragraph as follows:
|
|
Each
remittance pursuant to this Section 11.17 shall be made by wire
transfer
of immediately available funds to, or by other means of transmission
or
transfer that causes funds to be immediately available in, the
Distribution Account which shall have been designated by the Master
Servicer.
|
|
30.
|
Section
11.18 of the Servicing Addendum (Statements to the Purchaser) is
hereby
amended by deleting the first sentence in its entirety and replacing
it
with the following:
|
Not
later than the tenth calendar day of each month (or if such calendar day
is not
a Business Day, the immediately succeeding Business Day), the Seller
shall
furnish to the Master Servicer the information shown in Exhibit
11
in a format mutually acceptable to the Seller
and
the Master Servicer, including but not limited to (i) a monthly remittance
advice in written or electronic format (or in such other format mutually
agreed
to between the Seller
and
the Master Servicer) relating to the period ending on the last day of the
preceding
calendar month in such form mutually agreed to in writing between the Seller
and
the Master
Servicer
and (ii)
all such information required pursuant to clause (i) above on a magnetic
tape or
other similar media reasonably acceptable to the Master
Servicer (provided, however, that the Seller
need
not report any prepayment penalties received by it). In
addition, no later than the close of business New York time on the fifth
Business Day prior to such Distribution Date, the Seller shall deliver or
cause
to be delivered to the Master
Servicer
in
addition to the information provided in Exhibit
11,
such
other loan-level information reasonably available to it with respect to the
Mortgage Loans as the Master
Servicer
may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 5.01 of the Pooling
Agreement.
|
31.
|
Section
11.24 of the Servicing Addendum (Servicing Compensation) is hereby
amended
by deleting the words “(except as otherwise set forth in the related
Purchase Price and Terms Letter with respect to any Mortgage Loan
Package).”
|
|
32.
|
Section
11.25 of the Servicing Addendum (Statement as to Compliance) is
hereby
deleted in its entirety.
|
Ex.
1-9
|
33.
|
Section
11.26 of the Servicing Addendum (Independent Public Accountants’ Servicing
Report) is hereby deleted in its
entirety.
|
|
34.
|
Exhibit
11 of the Servicing Addendum is hereby amended by inserting therein
the
reporting formats attached hereto as Exhibit
Six.
|
|
35.
|
A
new definition of “Trustee” is hereby added to Section 1 of the Amendment
Reg AB immediately following the definition of “Third-Party Originator” to
read as follows:
|
Trustee:
Deutsche Bank National Trust Company, or any successor thereto as trustee
on
behalf of the Trust Fund.
|
36.
|
Section
2(c) of the Amendment Reg AB is hereby amended by deleting subparts
(iv)
and (vi) in their entirety and replacing them with the
following:
|
|
(iv)
|
For
the purpose of satisfying its reporting obligation under the Exchange
Act
with respect to any class of asset-backed securities, the Company
shall
(and shall cause each Subservicer and, if applicable, any Third-Party
Originator to) (a) provide prompt notice to the Purchaser, any
Master
Servicer and any Depositor in writing of (1) any merger, consolidation
or
sale of substantially all of the assets of the Company, (2) the
Company’s
entry into an agreement with a Subservicer to perform or assist
in the
performance of any of the Company’s obligations under the Agreement or any
Reconstitution Agreement, (3) any Event of Default under the terms
of the
Agreement or the Reconstitution Agreement to the extent not known
by such
Purchaser, Master Servicer or Depositor, and (4) any material litigation
or governmental proceedings involving the Company, any Subservicer
or any
Third Party Originator.
|
|
(vi)
|
Not
later than ten days prior to the deadline for the filing of any
distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by
the
Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, to the extent the Company or such Subservicer
has
knowledge, provide to the party responsible for filing such report
(including, if applicable, the Master Servicer) notice
of the occurrence of any of the following events along with all
information, data, and materials related thereto as may be required
to be
included in the related distribution report on Form 10-D (as specified
in
the provisions of Regulation AB referenced below): (A) any material
modifications, extensions or waivers of Mortgage Loan terms, fees,
penalties or payments during the distribution period or that have
cumulatively become material over time (Item 1121(a)(11) of Regulation
AB;
(B) material breaches of Mortgage Loan representations or warranties
or
transaction covenants under this Agreement (Item 1121(a)(12) of
Regulation
AB); and
(C)
information regarding any Mortgage Loan changes (such as, additions,
substitutions or repurchases), and any material changes in origination,
underwriting or other criteria for acquisition or selection of
pool assets
(Item 1121(a)(14) of Regulation
AB).
|
|
37.
|
Section
2(c) of Amendment Reg AB is hereby amended by adding the following
subparts:
|
|
(vii)
|
If
reasonably requested by the Purchaser or the Master Servicer, the
Company
shall provide to the Purchaser or the Master Servicer, evidence
of the
authorization of the person signing any certificate or statement
provided
pursuant to Section 2(d) and 2(e) of Amendment Reg
AB.
|
Ex.
1-10
|
(viii)
|
The
Company shall provide to the Purchaser, the Master Servicer and
any
Depositor a description of any affiliation or relationship required
to be
disclosed under Item 1119 between the Company and any of the parties
listed in Items 1119
(a)(1)-(6) of
Regulation AB that develops following the closing date of a Securitization
Transaction (other than an affiliation or relationship that the
Purchaser,
the Trustee, the Depositor or the issuing entity is required to
disclose
under Item 1119 of Regulation AB) no later than 15 calendar days
prior to
the date the Depositor is required to file its Form 10-K disclosing
such
affiliation or relationship. For purposes of the foregoing, the
Company
(1) shall be entitled to assume that the parties to the Securitization
Transaction with whom affiliations or relations must be disclosed
are the
same as on the closing date if it provides a written request (which
may be
by e-mail) to the Depositor or Master Servicer, as applicable,
requesting
such confirmation and either obtains such confirmation or receives
no
response within three (3) Business Days, (2) shall not be obligated
to
disclose any affiliations or relationships that may develop after
the
closing date for the Securitization Transaction with any parties
not
identified to the Company pursuant to clause (D) of paragraph (i)
of this
Section 2(c), and (3) shall be entitled to rely upon any written
identification of parties provided by the Depositor, the Purchaser
or any
master servicer.
|
|
(ix)
|
In
addition to such information as the Company, as servicer, is obligated
to
provide pursuant to other provisions of this Agreement, if requested
by
the Purchaser or any Depositor, the Company shall provide such
information
which is reasonably available regarding the servicing of the Mortgage
Loans as is reasonably required to facilitate preparation of distribution
reports in accordance with Item 1121 of Regulation
AB.
|
|
38.
|
Sections
2(d) and 2(e) of the Amendment Reg AB are hereby amended by deleting
such
sections in their entirety and replacing them with the
following:
|
|
(d)
|
Servicer
Compliance Statement.
|
On
or
before March 5 of each calendar year, commencing in 2007, the Company shall
deliver to the Purchaser (or the Trustee on behalf of the Purchaser), any
Depositor and any Master Servicer a statement of compliance addressed to
the
Purchaser (or the Trustee on behalf of the Purchaser), any Depositor and
any
Master Servicer and signed by an authorized officer of the Company, to the
effect that (i) a review of the Company’s servicing activities during the
immediately preceding calendar year (or applicable portion thereof) and of
its
performance under the servicing provisions of this Agreement and any applicable
Reconstitution Agreement during such period has been made under such officer’s
supervision, and (ii) to the best of such officers’ knowledge, based on such
review, the Company has fulfilled all of its servicing obligations under
this
Agreement and any applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or, if there
has
been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the
nature
and the status thereof.
|
(e)
|
Report
on Assessment of Compliance and Attestation.
|
(i) On
or
before March 5 of each calendar year, commencing in 2007, the Company
shall:
(A) deliver
to the Purchaser (or the Trustee on behalf of the Purchaser), the Master
Servicer and any Depositor a report regarding the Company’s assessment of
compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122 of Regulation AB. Such report shall be addressed to the Purchaser (or
the
Trustee on behalf of the Purchaser), such Master Servicer and such Depositor
and
signed by an authorized officer of the Company, and shall address each of
the
applicable Servicing Criteria specified on Exhibit B hereto delivered to
the
Purchaser concurrently with the execution of this Agreement (wherein “Investor”
shall be deemed to mean the Master Servicer on behalf of the
trust);
Ex.
1-11
(B) deliver
to the Purchaser (or the Trustee on behalf of the Purchaser), any Depositor
and
any Master Servicer a report of a registered public accounting firm that
attests
to, and reports on, the assessment of compliance made by the Company and
delivered pursuant to the preceding paragraph. Such attestation shall be
in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(C) cause
each Subservicer and each Subcontractor determined by the Company pursuant
to
Section 2(f)(ii) to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to
deliver to the Purchaser (or the Trustee on behalf of the Purchaser), any
Depositor and any Master Servicer an assessment of compliance and accountants’
attestation as and when provided in paragraphs (A) and (B) of this Section
2(e);
and
(D) deliver,
and cause each Participating Entity to deliver, to the Purchaser (or the
Trustee
on behalf of the Purchaser), any Depositor, any Master Servicer or any other
Person that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of
an
asset-backed issuer with respect to a Securitization Transaction a certification
in the form attached hereto as Exhibit A; provided that such certification
delivered by the Company may not be filed as an exhibit to, or included in,
any
filing with the Commission.
The
Company acknowledges that the party identified in clause (i)(D) above may
rely
on the certification provided by the Company pursuant to such clause in signing
a Sarbanes Certification and filing such with the Commission.
(ii) Each
assessment of compliance provided by a Subservicer pursuant to Section
2(e)(i)(A) shall address each of the applicable Servicing Criteria specified
on
Exhibit B hereto (wherein
“Investor” shall mean the Master Servicer) delivered to the Purchaser
concurrently with the execution of this Agreement or, in the case of a
Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Participating Entity
pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing
Criteria other than those specified by the Company pursuant to Section
2(f).
|
39.
|
Section
2(f)(i) of Amendment Reg AB is hereby amended by adding the words
“, any
Master Servicer” after the word “Purchaser” in the first
sentence.
|
|
40.
|
Section
2(f)(ii) of Amendment Reg AB is hereby amended by adding the words
“, any
Master Servicer” after the word “Purchaser” in such section and by adding
the words “and certification” after the word “attestation” in the last
sentence of the second paragraph of such
section.
|
|
41.
|
Section
2(g)(i) of Amendment Reg AB is hereby amended by adding the following
subpart:
|
(iv)
If the indemnification provided for
herein is unavailable or insufficient to hold harmless the indemnified party,
then the indemnifying party agrees that it shall contribute to the amount
paid
or payable by such indemnified party as a result of any claims, losses, damages
or liabilities uncured by such indemnified party in such proportion as is
appropriate to reflect the relative fault of such indemnified party on the
one
hand and the indemnifying party on the other.
Ex.
1-12
|
42.
|
Section
2(g) of Amendment Reg AB is hereby amended by adding the following
subpart:
|
(v)
The indemnification shall survive the
termination of this Agreement or the termination of any party to this
Agreement.
|
43.
|
Section
3 of Amendment Reg AB is hereby amended by deleting the words “seek the
consent of the Purchaser for” and adding the words “notify the Purchaser
in writing of the Company’s” after the word “shall” in such
section.
|
|
44.
|
Exhibit
B of Amendment Reg AB is hereby deleted in its entirety and replaced
with
Exhibit Five attached hereto.
|
Ex.
1-13
EXHIBIT
TWO
List
of Mortgage Loans
EXHIBIT
THREE
Definitions
in Section 1 (related to Sections 11-19 and Exhibit 9 of the Servicing
Agreement), Sections 11-19 and Exhibit 9 of the Servicing
Agreement
On
File
with XxXxx Xxxxxx LLP
EXHIBIT
FOUR
Additional
Representations and Warranties
Countrywide
Servicing, as Servicer, represents, warrants and covenants to GCFP, the Master
Servicer, GCA and the Trustee as of the Reconstitution Date that:
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(i)
|
The
Servicer is a limited partnership, duly organized, validly existing
and in
good standing under the laws of the State of Texas and is duly
authorized
and qualified to transact any and all business contemplated by
this
Agreement to be conducted by the Servicer in any state in which
a
Mortgaged Property related to a Mortgage Loan is located or is
otherwise
not required under applicable law to effect such qualification
and no
demand for such qualification has been made upon the Servicer by
any state
having jurisdiction and, in any event, is in compliance with the
doing
business laws of any such State, to the extent necessary to ensure
its
ability to enforce each Mortgage Loan serviced and to service the
Mortgage
Loans in accordance with the terms of this
Agreement;
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(ii)
|
The
Servicer has the full power and authority to service each Mortgage
Loan
which the Servicer is required to service hereunder, and to execute,
deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
action on the part of the Servicer the execution, delivery and
performance
of this Agreement; and this Agreement, assuming the due authorization,
execution and delivery thereof by the other parties thereto, constitutes
a
legal, valid and binding obligation of the Servicer, enforceable
against
the Servicer in accordance with its terms, except to the extent
that (a)
the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, receivership and other similar laws
relating
to creditors’ rights generally and (b) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject
to the
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought;
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(iii)
|
The
execution and delivery of this Agreement by the Servicer, the servicing
of
the Mortgage Loans by the Servicer hereunder, the consummation
by the
Servicer of any other of the transactions herein contemplated,
and the
fulfillment of or compliance with the terms hereof are in the ordinary
course of business of the Servicer and will not (A) result in a
breach of
any term, condition or provision of the organizational documents
of the
Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any
other
material agreement or instrument to which the Servicer is a party
or by
which it may be bound, or any statute, order or regulation applicable
to
the Servicer of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over the Servicer; and the
Servicer
is not a party to, bound by, or in breach or violation of any indenture
or
other agreement or instrument, or subject to or in violation of
any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which
materially
and adversely affects or, to the Servicer’s knowledge, would in the future
materially and adversely affect, (x) the ability of the Servicer
to
perform its obligations under this Agreement or (y) the business,
operations, financial condition, properties or assets of the Servicer
taken as a whole;
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(iv)
|
The
Servicer is an approved seller/servicer for Xxxxxx Xxx and an approved
servicer for Xxxxxxx Mac in good standing and is a HUD-approved
non-supervised mortgagee pursuant to Section 203 and Section 211
of the
National Housing Act, and no event has occurred, including but
not limited
to a change in insurance coverage, that would make the Servicer
unable to
comply with HUD, Xxxxxx Xxx or Xxxxxxx Mac eligibility requirements
or
which would require notification to any of HUD, Xxxxxx Mae or Xxxxxxx
Mac;
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(v)
|
No
action, suit, proceeding, investigation or litigation is pending
or, to
the best knowledge of the Servicer, threatened against the Servicer
that
would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Servicer
to service
the Mortgage Loans or to perform any of its other obligations hereunder
in
accordance with the terms hereof;
and
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|
(vi)
|
No
consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance
by
the Servicer of, or compliance by the Servicer with, this Agreement
or the
consummation by the Servicer of the transactions contemplated by
this
Agreement, except for such consents, approvals, authorizations
or orders,
if any, that have been obtained prior to the date of this
Agreement.
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(vii)
|
The
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;
|
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(viii)
|
The
Servicer is a member of MERS in good standing, and will comply
in all
material respects with the rules and procedures of MERS in connection
with
the servicing of the MERS Mortgage Loans for as long as such Mortgage
Loans are registered with MERS; and
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(ix)
|
The
Servicer has established an anti-money laundering compliance program
to
the extent required by applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of
2003, and
the laws and regulations administered by the U.S. Department of
Treasury’s
Office of Foreign Assets Control (“OFAC”), which prohibit dealings with
certain countries, territories, entities and individuals named
in OFAC’s
Sanction Programs and on the Specially Designated Nationals and
Blocked
Persons List. The Mortgage Loans have been originated, and documentation
related thereto shall be maintained, in material compliance with
such
program.
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EXHIBIT
FIVE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
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|
Reference
|
Criteria
|
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|
General
Servicing Considerations
|
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1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
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1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
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Cash
Collection and Administration
|
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|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
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1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
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1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
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1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
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1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
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X
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1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
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X
|
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1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
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X
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|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
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Reference
|
Criteria
|
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Investor
Remittances and Reporting
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1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
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X
|
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1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
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X
|
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1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
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1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
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Pool
Asset Administration
|
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1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
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1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements.
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X
|
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1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
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1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
X
|
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1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
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X
|
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1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
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1122(d)(4)(vii)
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Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
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Servicing
Criteria
|
Applicable
Servicing
Criteria
|
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Reference
|
Criteria
|
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1122(d)(4)(viii)
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Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
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X
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1122(d)(4)(ix)
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Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
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X
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1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
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X
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1122(d)(4)(xi)
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Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
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X
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1122(d)(4)(xii)
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Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
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X
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1122(d)(4)(xiii)
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Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
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X
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1122(d)(4)(xiv)
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Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
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EXHIBIT
SIX
Standard
File Layout - Master Servicing
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Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
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SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
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|
Text
up to 10 digits
|
20
|
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LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
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|
Text
up to 10 digits
|
10
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SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
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|
Text
up to 10 digits
|
10
|
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BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
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|
Maximum
length of 30 (Last, First)
|
30
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SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
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NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
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NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
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4
|
Max
length of 6
|
6
|
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SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
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NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
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ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
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ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
65=Repurchase, 70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
REPORTING
DATA FOR DEFAULTED LOANS
Data
must
be submitted to Xxxxx Fargo Bank in an Excel
spreadsheet format with fixed field names and data type. The Excel
spreadsheet should be used as a template consistently every month when
submitting data.
|
Table:
Delinquency
|
||
|
Name
|
Type
|
Size
|
|
Servicer
Loan #
|
Number
|
8
|
|
(Double)
|
||
|
Investor
Loan #
|
Number
|
8
|
|
(Double)
|
||
|
Borrower
Name
|
Text
|
20
|
|
Address
|
Text
|
30
|
|
State
|
Text
|
2
|
|
Due
Date
|
Date/Time
|
8
|
|
Action
Code
|
Text
|
2
|
|
FC
Received
|
Date/Time
|
8
|
|
File
Referred to Atty
|
Date/Time
|
8
|
|
NOD
|
Date/Time
|
8
|
|
Complaint
Filed
|
Date/Time
|
8
|
|
Sale
Published
|
Date/Time
|
8
|
|
Target
Sale Date
|
Date/Time
|
8
|
|
Actual
Sale Date
|
Date/Time
|
8
|
|
Loss
Mit Approval Date
|
Date/Time
|
8
|
|
Loss
Mit Type
|
Text
|
5
|
|
Loss
Mit Estimated Completion
|
Date/Time
|
8
|
|
Date
|
||
|
Loss
Mit Actual Completion Date
|
Date/Time
|
8
|
|
Loss
Mit Broken Plan Date
|
Date/Time
|
8
|
|
BK
Chapter
|
Text
|
6
|
|
BK
Filed Date
|
Date/Time
|
8
|
|
Post
Petition Due
|
Date/Time
|
8
|
|
Motion
for Relief
|
Date/Time
|
8
|
|
Lift
of Stay
|
Date/Time
|
8
|
|
RFD
|
Text
|
10
|
|
Occupant
Code
|
Text
|
10
|
|
Eviction
Start Date
|
Date/Time
|
8
|
|
Eviction
Completed Date
|
Date/Time
|
8
|
|
List
Price
|
Currency
|
8
|
|
List
Date
|
Date/Time
|
8
|
|
Accepted
Offer Price
|
Currency
|
8
|
|
Accepted
Offer Date
|
Date/Time
|
8
|
|
Estimated
REO Closing Date
|
Date/Time
|
8
|
|
Actual
REO Sale Date
|
Date/Time
|
8
|
|
•
|
Items
in bold are MANDATORY FIELDS. We must receive information in those
fields
every month in order for your file to be accepted.
|
The
Action Code Field should show the applicable numeric code to indicate that
a
special action is being taken. The Action Codes are the following:
12-Relief
Provisions
15-Bankruptcy/Litigation
20-Referred
for Deed-in-Lieu
30-Referred
fore Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx
for Sale
71-Third
Party Sale/Condemnation
72-REO-Pending
Conveyance-Pool Insurance claim filed
Xxxxx
Fargo Bank will accept alternative Action Codes to those above, provided
that
the Codes are consistent with industry standards. If Action Codes other than
those above are used, the Servicer must supply Xxxxx Fargo Bank with a
description of each of the Action Codes prior to sending the file.
Description
of Action Codes:
Action
Code 12
- To report a Mortgage Loan for which the Borrower has been granted relief
for
curing a delinquency. The Action Date is the date the relief is expected
to end.
For military indulgence, it will be three months after the Borrower’s discharge
from military service.
Action
Code 15
- To report the Borrower’s filing for bankruptcy or instituting some other type
of litigation that will prevent or delay liquidation of the Mortgage Loan.
The
Action Date will be either the date that any repayment plan (or forbearance)
instituted by the bankruptcy court will expire or an additional date by which
the litigation should be resolved.
Action
Code 20
- To report that the Borrower has agreed to a deed-in-lieu or an assignment
of
the property. The Action Date is the date the Servicer decided to pursue
a
deed-in-lieu or the assignment.
Action
Code 30
- To report that the decision has been made to foreclose the Mortgage Loan.
The
Action Date is the date the Servicer referred the case to the foreclosure
attorney.
Action
Code 60
- To report that a Mortgage Loan has been paid in full either at, or prior
to,
maturity. The Action Date is the date the pay-off funds were remitted to
the
Master Servicer.
Action
Code 65
- To report that the Servicer is repurchasing the Mortgage Loan. The Action
Date
is the date the repurchase proceeds were remitted to the Master Servicer.
Action
Code 70
- To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of
foreclosure has been accepted, and the Servicer, on behalf of the owner of
the
Mortgage Loan, has acquired the property and may dispose of it. The Action
Date
is the date of the foreclosure sale or, for deeds-in-lieu, the date the deed
is
recorded on behalf of the owner of the Mortgage Loan.
Action
Code 71
- To report that a Mortgage Loan has been foreclosed and a third party acquired
the property, or a total condemnation of the property has occurred. The Action
Date is the date of the foreclosure sale or the date the condemnation award
was
received.
Action
Code 72
- To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has
been
accepted, and the property may be conveyed to the mortgage insurer and the
pool
insurance claim has been filed. The Action Date is the date of the foreclosure
sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.
The
Loss Mit Type field should show the approved Loss Mitigation arrangement.
The
following are acceptable:
ASUM-Approved
Assumption
BAP-Borrower
Assistance Program
CO-Charge
Off
DIL-Deed-in-Lieu
FFA-Formal
Forbearance Agreement
MOD-Loan
Modification
PRE-Pre-Sale
SS-Short
Sale
MISC-Anything
else approved by the PMI or Pool Insurer
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant Code field should show the current status of the property. The
acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
REALIZED
LOSS CALCULATION INFORMATION
XXXXX
FARGO BANK, N.A. Form 332
Calculation
of Realized Loss
Purpose
To
provide the Servicer with a form for the calculation of any Realized Loss
(or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
Distribution
The
Servicer will prepare the form in duplicate and send the original together
with
evidence of conveyance of title and appropriate supporting documentation
to the
Master Servicer with the Monthly Accounting Reports which supports the Mortgage
Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
the duplicate for its own records.
Due
Date
With
respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the
Master
Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if
such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage
Loan,
then the form will be submitted on the first Statement Date occurring after
the
30th
day
following receipt of final liquidation proceeds and supporting documentation.
Preparation
Instructions
The
numbers on the form correspond with the numbers listed below.
|
1.
|
The
actual Unpaid Principal Balance of the Mortgage Loan.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
|
|
3-7.
|
Complete
as necessary. All line entries must be supported by copies of appropriate
statements, vouchers, receipts, canceled checks, etc., to document
the
expense. Entries not properly documented will not be reimbursed
to the
Servicer.
|
|
8.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis.
|
|
10.
|
The
total of lines 1 through 9.
|
Credits
|
11-17.
|
Complete
as necessary. All line entries must be supported by copies of the
appropriate claims forms, statements, payment checks, etc. to document
the
credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency,
the
difference between the Unpaid Principal Balance of the Note prior
to the
Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
by the
Bankruptcy Deficiency should be input on line 16.
|
|
18.
|
The
total of lines 11 through 17.
|
Total
Realized Loss (or Amount of Any Gain)
|
19.
|
The
total derived from subtracting line 18 from 10. If the amount represents
a
realized gain, show the amount in parenthesis ( ).
|
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS
XXXXX
FARGO BANK, N.A. Trust: ___________________________
Prepared
by: __________________ Date: _______________
Phone:
______________________
Servicer
Loan No. Servicer
Name Servicer
Address
XXXXX
FARGO BANK, N.A.
Loan
No._____________________________
Borrower’s
Name:________________________________________________________
Property
Address:_________________________________________________________
|
Liquidation
and Acquisition Expenses:
|
|
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
_______________(1)
|
|
Interest
accrued at Net Rate
|
________________(2)
|
|
Attorney’s
Fees
|
________________(3)
|
|
Taxes
|
________________(4)
|
|
Property
Maintenance
|
________________(5)
|
|
MI/Hazard
Insurance Premiums
|
________________(6)
|
|
Hazard
Loss Expenses
|
________________(7)
|
|
Accrued
Servicing Fees
|
________________(8)
|
|
Other
(itemize)
|
________________(9)
|
|
$
_________________
|
|
|
Total
Expenses
|
$
______________(10)
|
|
Credits:
|
|
|
Escrow
Balance
|
$
______________(11)
|
|
HIP
Refund
|
________________(12)
|
|
Rental
Receipts
|
________________(13)
|
|
Hazard
Loss Proceeds
|
________________(14)
|
|
Primary
Mortgage Insurance Proceeds
|
________________(15)
|
|
Proceeds
from Sale of Acquired Property
|
________________(16)
|
|
Other
(itemize)
|
________________(17)
|
|
___________________
|
|
|
___________________
|
|
|
Total
Credits
|
$________________(18)
|
Total
Realized Loss (or Amount
of Gain)
$________________
