THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated as of December 1, 2006 (this “Agreement”), is among Goldman Sachs Mortgage Company (the “Assignor”), GS Mortgage Securities Corp. (the “Assignee”) and Avelo Mortgage, L.L.C. (the “Company” or...
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated as of December 1,
2006
(this “Agreement”),
is
among Xxxxxxx Xxxxx Mortgage Company (the “Assignor”),
GS
Mortgage Securities Corp. (the “Assignee”)
and
Avelo Mortgage, L.L.C. (the “Company”
or
the
“Servicer”).
For
and
in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
all of the right, title and interest (other than those rights specifically
retained by the Assignor pursuant to this Agreement) of the Assignor, as
purchaser, in, to and under (a) those certain Mortgage
Loans
listed
on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Schedule
I
(the
“Mortgage
Loans”)
and
(b) solely insofar as it relates to the Mortgage Loans, that certain Flow
Servicing Agreement dated as of January 1, 2006 (the “Servicing
Agreement”),
by
and between the Assignor (in such capacity, the “Owner”)
and
the Company.
The
Assignor hereby agrees that it will (i) deliver possession of notes
evidencing the Mortgage Loans to, or at the direction of, the Assignee or
its
designee and (ii) take in a timely manner all necessary steps under all
applicable laws to convey and to perfect the conveyance of the Mortgage Loans
as
required under the Trust Agreement (as defined below).
The
Assignor specifically reserves and does not assign to the Assignee hereunder
(i) any and all right, title and interest in, to and under and any
obligations of the Assignor with respect to any mortgage loans subject to
the
Servicing Agreement that are not the Mortgage Loans set forth on the Mortgage
Loan Schedule and are not the subject of this Agreement, (ii) any rights
and
obligations of the Assignor pursuant to the Servicing Agreement arising prior
to
the date hereof, (iii) the rights and obligations of the Owner under
Section 6.02(a) (relating to the Owner’s right to terminate the Company) of
the Servicing Agreement and
Section 4.04 (relating to the Owner’s right to receive information from the
Servicer) of the Servicing Agreement or
(iv)
any rights of the Assignor under the Notice Letter dated December 29, 2006
(the
“Notice
Letter”),
between the Owner and the Company, which rights shall survive the execution
and
delivery of this Agreement.
The
Assignee hereby assumes all of the Assignor’s rights and obligations under the
Mortgage Loans and the Servicing Agreement solely insofar as such obligations
relate to the Mortgage Loans, other than the obligations set forth in clauses
(ii), (iii) and (iv) of the preceding paragraph.
The
parties hereto agree that, notwithstanding anything to the contrary contained
in
the Notice Letter, with respect to the Mortgage Loans being serviced under
the
Servicing Agreement, the Servicing Fee Rate for the Mortgage Loans shall
be the
rate set forth on the Mortgage Loan Schedule.
2. Recognition
of the Company
From
and
after the date hereof (the “Securitization
Closing Date”),
the
Company shall and does hereby recognize that the Assignee will transfer the
Mortgage Loans (absent the servicing rights related thereto) and assign its
rights under the Servicing Agreement (solely to the extent set forth herein)
and
this Agreement to U.S. Bank National Association, as trustee (including its
successors in interest and any successor trustees under the Trust Agreement,
the
“Trustee”),
of
the GSR Mortgage Loan Trust 2006-10F (the “Trust”)
created pursuant to a Master Servicing and Trust Agreement dated as of December
1, 2006 (the “Trust
Agreement”),
among
GS Mortgage Securities Corp., as Depositor, the Trustee, The Bank of New
York
Trust Company, National Association, as a custodian, Deutsche Bank National
Trust Company, as a custodian, and Xxxxx Fargo Bank, N.A., as Securities
Administrator and Master Servicer (the “Master
Servicer”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trustee will be the owner of the Mortgage Loans and the Servicer
will be the servicer of the Mortgage Loans on or after the applicable Transfer
Date pursuant to the terms set forth in the Trust Agreement, (ii) the
Company shall look solely to the Trustee (and the Master Servicer acting
on the
Trustee’s behalf) for performance of any obligations of the Assignor under the
Mortgage Loans and the Servicing Agreement (solely insofar as it relates
to the
Mortgage Loans) (except for such obligations of the Assignor retained by
the
Assignor hereunder), (iii) the Trustee (and the Servicer acting on the
Trustee’s behalf) shall have all the rights and remedies available to the
Assignor, insofar as they relate to the Mortgage Loans, under the applicable
purchase agreement and the Servicing Agreement, including, without limitation,
the enforcement of the document delivery requirements set forth in the
applicable purchase agreement, and shall be entitled to enforce any and all
of
the obligations of the Company thereunder insofar as they relate to the Mortgage
Loans, including without limitation, the remedies for breaches of
representations and warranties set forth in Article IX of the Servicing
Agreement (except for the rights and remedies retained by the Assignor
hereunder), (iv) all references to the Owner under the Servicing Agreement
insofar as they relate to the Mortgage Loans shall be deemed to refer to
the
Trustee (except to the extent of the rights and obligations retained by the
Assignor hereunder) (including the Servicer acting on the Trustee’s behalf) and
(v) the Mortgage Loans will be part of a REMIC, and the Company shall
service the Mortgage Loans and any real property acquired upon default thereof
(including, without limitation, making or permitting any modification, waiver
or
amendment of any term of any Mortgage Loan) prior to the applicable Transfer
Date in accordance with the Servicing Agreement but in no event in a manner
that
would (A) cause the REMIC to fail to qualify as a REMIC or (B) result
in the imposition of a tax upon the REMIC (including but not limited to the
tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code,
the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code, and the tax on “net
income from foreclosure property”
as
set
forth in Section 860G(c) of the Code). Neither the Company nor the Assignor
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 affect the Mortgage Loans or
the
Company’s performance under the Servicing Agreement with respect to the Mortgage
Loans without the prior written consent of the Trustee.
From
and
after the date hereof, the Servicer shall note the transfer of the Mortgage
Loans to the Trustee in its books and records, shall recognize the Trustee
as
the owner of the Mortgage Loans and shall service the Mortgage Loans for
the
benefit of the Trustee pursuant to the Servicing Agreement.
2
The
Servicer represents and warrants that (a) the copy of the Servicing
Agreement, attached hereto as Exhibit 1,
provided to the Assignee is a true, complete and accurate copy of the Servicing
Agreement, (b) the Servicing Agreement is in full force and effect as of
the date hereof, (c) the provisions thereof have not been waived, amended
or modified in any respect except as provided herein, nor have any notices
of
termination been given thereunder, and (d) the Servicer is servicing each
Mortgage Loan currently serviced under the Servicing Agreement pursuant to
the
terms of the Servicing Agreement.
The
Servicer further acknowledges that, from and after the date hereof, it (and
any
of its successors under the Servicing Agreement) will be subject to the
supervision of the Master Servicer and the Master Servicer, acting on behalf
of
the Trustee as the owner of the Mortgage Loans, shall have the same rights
as
are assigned by Assignor to the Assignee under this Agreement, and as will
be
further assigned by the Assignee to the Trustee, on behalf of the Trust.
Such
rights that the Master Servicer may enforce will include, without limitation,
the right to terminate the Servicer under the Servicing Agreement upon the
occurrence of an event of default thereunder, the right to receive all
remittances required to be made by the Servicer under the Servicing Agreement,
the right to receive all monthly reports and other data required to be delivered
by the Servicer under the Servicing Agreement and the right to exercise certain
rights of consent and approval relating to actions taken by the
Servicer.
All
remittances required to be made to the Trustee, as the successor in interest
to
the Assignor under the Servicing Agreement, shall be made instead to the
Master
Servicer by wire transfer to the following account:
XXXXX
FARGO BANK, NA
ABA#
000000000
FOR
CREDIT TO: SAS CLEARING
ACCT:
0000000000
REFERENCE:
GSR 2006-10F Acct #50973700
Notwithstanding
anything to the contrary in the Servicing Agreement, with respect to the
Mortgage Loans, not later than the tenth calendar day of each month (or if
such
tenth calendar day is not a Business Day, the immediately succeeding Business
Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan
data
in the format of Exhibit
2
or
another mutually agreed-upon format, (b) default loan data in the format
set
forth in Exhibit
3
hereto
(or in such other format mutually agreed upon between the Servicer and the
Master Servicer and (c) information regarding the realized losses and gains
in
the format set forth in Exhibit
4
and
Exhibit
5
hereto
(or in such other format mutually agreed upon between the Servicer and the
Master Servicer), in each case relating to the period ending on the last
day of
the preceding calendar month, (ii) all such information required pursuant
to
clause (i)(a) above on a magnetic tape, electronic mail, or other similar
media
reasonably acceptable to the Master Servicer, and (iii) all supporting
documentation with respect to the information required under the preceding
paragraph.
3
The
Company warrants and represents to and covenants with, the Assignor, the
Assignee and the Trustee as of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its formation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Servicing Agreement. The execution by the Company of
this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or by
which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement or the consummation by it of the transaction
contemplated hereby;
(d) The
Company shall establish a Custodial Account and an Escrow Account under the
Servicing Agreement in favor of the Trustee with respect to the Mortgage
Loans
separate from the Custodial Account and Escrow Account previously established
under the Servicing Agreement in favor of the Assignor;
(e) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Servicing Agreement,
or
which, either in any one instance or in the aggregate, is likely to result
in
any material adverse change in the ability of the Company to perform its
obligations under this Agreement or the Servicing Agreement, and the Company
is
solvent;
(f) The
Company has serviced the Mortgage Loans currently serviced under the Servicing
Agreement in accordance with the Servicing Agreement and has provided accurate
“paid through” data (assuming the correctness of all “paid through” data
provided by the Assignor to the Company at the time the Company began servicing
the Mortgage Loans) with respect to the Mortgage Loans to the
Assignor;
4
(g) Except
as
reflected in the “paid through” data delivered to the Assignor (assuming the
correctness of all “paid through” data provided by the Assignor to the Company
at the time the Company began servicing the Mortgage Loans), there is no
payment
default existing under any Mortgage or any Mortgage Note as of the
Securitization Closing Date with respect to Mortgage Loans currently serviced
under the Servicing Agreement; and
(h) To
the
Company’s knowledge, there is no non-payment default existing under any Mortgage
or Mortgage Note currently serviced under the Servicing Agreement, or any
event
which, with the passage of time or with notice and the termination of any
grace
or cure period, would constitute a non-payment default, breach, violation
or
event which would permit acceleration as of the Securitization Closing Date.
The
Assignor warrants and represents to the Assignee and the Trustee as of date
hereof, unless otherwise stated below that:
(a) The
Assignor has been duly organized and is validly existing as a limited
partnership in good standing under the laws of the State of New York with
full
power and authority to enter into and perform its obligations under the
Agreements and this Agreement.
(b) This
Agreement has been duly executed and delivered by the Assignor, and, assuming
due authorization, execution and delivery by each of the other parties hereto,
constitutes a legal, valid, and binding agreement of the Assignor, enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights
generally and to general principles of equity regardless of whether enforcement
is sought in a proceeding in equity or at law.
(c) The
execution, delivery and performance by the Assignor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except such as has been obtained, given, effected or
taken
prior to the date hereof.
(d) The
execution and delivery of this Agreement have been duly authorized by all
necessary action on the part of the Assignor; neither the execution and delivery
by the Assignor of this Agreement, nor the consummation by the Assignor of
the
transactions herein contemplated, nor compliance by the Assignor with the
provisions hereof will conflict with or result in a breach of, or constitute
a
default under, any of the provisions of the governing documents of the Assignor
or any law, governmental rule or regulation or any material judgment, decree
or
order binding on the Assignor or any of its properties, or any of the provisions
of any material indenture, mortgage, deed of trust, contract or other instrument
to which the Assignor is a party or by which it is bound.
5
(e) There
are no actions, suits or proceedings pending or, to the knowledge of the
Assignor, threatened, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated
by
this Agreement or (ii) with respect to any other matter that in the judgment
of
the Assignor will be determined adversely to the Assignor and will, if
determined adversely to the Assignor, materially adversely affect its ability
to
perform its obligations under this Agreement.
(f) The
Assignor is the sole owner of record and holder of the Mortgage Loans and
the
indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not
assigned or pledged, and the Assignor has good, indefeasible and marketable
title thereto, and has full right to transfer and sell the Mortgage Loans
to the Assignee free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and has full
right
and authority subject to no interest or participation of, or agreement with,
any
other party, to sell and assign each Mortgage Loan pursuant to this Agreement
and following the sale of each Mortgage Loan, the Assignee will own such
Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Assignor intends to
relinquish all rights to possess, control and monitor the Mortgage
Loan.
(g) The
Assignor has not waived the performance by the Mortgagor of any action, if
the
Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Company waived any default resulting from any action
or
inaction by the Mortgagor.
(h) As
of
December 29, 2006, with respect to the Mortgage Loans, any and all requirements
of any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity and disclosure laws, all applicable predatory and
abusive lending laws or unfair and deceptive practices laws applicable to
the
Mortgage Loan, including, without limitation, any provisions related to
prepayment premiums, have been complied with, and the consummation of the
transactions contemplated hereby will not involve the violation of any such
laws
or regulations. All inspections, licenses and certificates required to be
made
or issued with respect to all occupied portions of the Mortgaged Properties
and,
with respect to the use and occupancy of the same, including but not limited
to
certificates of occupancy and fire underwriting certificates, have been made
or
obtained from the appropriate authorities.
(i) No
Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such
terms are defined in the then current Standard & Poor’s LEVELSâ
Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,”
“covered,” “high-risk home,” or “predatory” loan under any applicable federal,
state or local predatory or abusive lending law (or a similarly classified
loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees), and no Mortgage Loan originated on or
after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
Act.
6
The
Assignor hereby acknowledges and agrees that in the event of any breach of
the
representations and warranties made by the Assignor set forth in Section 4
hereof that materially and adversely affects the value of the Mortgage Loans
or
the interest of the Assignee or the Trustee therein, within sixty (60) days
of the earlier of either discovery by or notice to the Assignor of such breach
of a representation or warranty, it shall cure, purchase, cause the purchase
of,
or substitute for the applicable Mortgage Loan in the same manner and subject
to
the conditions set forth in Section 2.03 of the Standard Terms to the Trust
Agreement with respect to the Assignee’s obligations to provide certain
representations and warranties for the Mortgage Loans.
6. Amendment
to Servicing Agreement.
In
connection with the transfer of the Mortgage Loans hereunder, the Servicer
agrees that, from and after the date hereof, each Mortgage Loan transferred
hereunder will be subject to the Servicing Agreement, provided that,
solely
with respect to the Mortgage Loans transferred hereunder, the
following modifications shall be made:
(a) Exhibit
7
of the Servicing Agreement (“Servicing Criteria to be Addressed in Assessment of
Compliance”) shall be replaced with Exhibit
6
hereto.
(b) the
second paragraph of Section 2.01 shall be deleted and replaced as
follows:
“Subject
only to the Accepted Servicing Practices and the terms of this Agreement
and of
the respective Mortgage Loans, the Servicer shall have full power and authority
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, the Servicer in its own name or in the name
of
the Owner, is hereby authorized and empowered by the Owner when the Servicer
believes it appropriate in its best judgment in accordance with Accepted
Servicing Practices, to execute and deliver any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge,
and
all other comparable instruments, with respect to the Mortgage Loans and
the
Mortgaged Properties and to institute foreclosure proceedings or obtain a
deed
in lieu of foreclosure so as to convert the ownership of such properties,
and to
hold or cause to be held title to such properties, in the name of the Servicer
on behalf of the Owner and without reference to the Owner except as otherwise
required by law. The Owner shall execute, at the written request of the
Servicer, and furnish to the Servicer such documents as are necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder, and the Owner hereby grants to the Servicer, and this
Agreement shall constitute, a power of attorney to carry out such duties
including a power of attorney to take title to Mortgaged Properties after
foreclosure on in the name of the Servicer on behalf of the Owner and without
reference to the Owner except as otherwise required by law. Except as otherwise
provided herein, the Owner shall not be liable for the actions of the Servicer
under such powers of attorney.
7
Notwithstanding
anything in this Agreement to the contrary, the Servicer shall not (i) permit
any modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan (except for (A) a reduction of interest
or
principal payments resulting from the application of the Servicemembers Civil
Relief Act or any similar state statutes or (B) as provided in Section 2.03,
if
the Mortgagor is in default with respect to the Mortgage Loan or such default
is, in the judgment of the Servicer, reasonably foreseeable) or (ii) except
as
provided in Section 2.03, waive any prepayment penalty or premium.”
(c) Section
2.03 shall be deleted and replaced as follows:
“The
Servicer shall make reasonable efforts to collect all payments called for
under
the terms and provisions of the Mortgage Loans and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies insuring the Mortgage Loan or the related
Mortgaged Property, follow such collection procedures as it would follow
with
respect to mortgage loans comparable to the Mortgage Loans and held for its
own
account. Consistent with the foregoing and Accepted Servicing Practices,
the
Servicer may (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) extend the Due Dates for the Monthly Payments due on a
Mortgage Note for a period of not greater than 180 days; provided, that any
extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder,
except
as provided below. In the event of any such arrangement pursuant to clause
(ii)
above, the Servicer shall make Monthly Advances on such Mortgage Loan during
such extension pursuant to Section 3.04 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of
such
arrangements; provided that the Servicer shall not be obligated to make Monthly
Advances which the Servicer determines to be Nonrecoverable Advances.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in
default
or, in the judgment of the Servicer, such default is reasonably foreseeable,
the
Servicer, consistent with the Accepted Servicing Practices, may also waive,
modify or vary any term of such Mortgage Loan (including modifications that
would change the Mortgage Interest Rate, forgive the payment of principal
or
interest, extend the final maturity date of such Mortgage Loan or waive,
in
whole or in part, a prepayment penalty or premium), accept payment from the
related Mortgagor of an amount less than the outstanding principal balance
in
final satisfaction of such Mortgage Loan, or consent to the postponement
of
strict compliance with any such term or otherwise grant indulgence to any
Mortgagor (any and all such waivers, modifications, variances, forgiveness
of
principal or interest, postponements, or indulgences collectively referred
to
herein as “Forbearance”). The Servicer’s analysis supporting any Forbearance and
the conclusion that any Forbearance meets the Accepted Servicing Practices
shall
be reflected in writing in the Servicing File. Notwithstanding the foregoing,
a
Servicer may waive, in whole or in part, a prepayment penalty or premium
only
under the following circumstances: (i) such waiver relates to a default or
a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value
of
such prepayment penalty or premium and the related Mortgage Loan, (ii) such
prepayment penalty or premium is not permitted to be collected by applicable
federal, state or local law or regulation, (iii) the collection of such
prepayment penalty or premium would be considered “predatory” pursuant to
written guidance published or issued by any applicable federal, state or
local
regulatory authority acting in its official capacity and having jurisdiction
over such matters, (iv) the enforceability thereof is limited (1) by bankruptcy,
insolvency, moratorium, receivership or other similar laws relating to
creditor’s rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment or (v) if the Servicer has not been
provided with information sufficient to enable it to collect the prepayment
penalty or premium. If a prepayment penalty or premium is waived other than
as
permitted in this Section 2.03, then the Servicer is required to pay the
amount
of such waived prepayment penalty or premium, by depositing such amount into
the
Collection Account as soon as possible after the date of payoff, but in no
event
later than five (5) Business Days from such date.”
8
For
the
avoidance of doubt, the Servicing Agreement is not hereby amended with respect
to any other mortgage loans sold thereunder and shall remain in full force
and
effect in accordance with its terms with respect to such other mortgage
loans.
(a) 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.
(b) No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
(c) This
Agreement shall inure to the benefit of (i) the successors and assigns of
the parties hereto and (ii) the Trustee (including the Master Servicer
acting on the Trustee’s behalf). Any entity into which the Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for
any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
9
(d) Each
of
this Agreement and the Servicing Agreement shall survive the conveyance of
the
Mortgage Loans to the Trustee and the assignment of the applicable purchase
agreement and the Servicing Agreement (to the extent assigned hereunder)
by the
Assignor to the Assignee and by the Assignee to the Trustee and nothing
contained herein shall supersede or amend the terms of the applicable purchase
agreement and the Servicing Agreement.
(e) This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
(f) In
the
event that any provision of this Agreement conflicts with any provision of
the
applicable purchase agreement or the Servicing Agreement with respect to
the
Mortgage Loans, the terms of this Agreement shall control.
(g) Capitalized
terms used in this Agreement (including the schedules hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the applicable
purchase agreement, the Servicing Agreement or the Trust Agreement, as
applicable.
The
Master Servicer shall be considered a Third-Party Beneficiary to this Agreement
entitled to all rights and benefits hereof as if it were a direct party to
this
Agreement.
[SIGNATURE
PAGE FOLLOWS]
10
GS
MORTGAGE SECURITIES CORP.
By: /s/
X. Xxxx
Name:
X.
Xxxx
Title:
Vice President
XXXXXXX
XXXXX MORTGAGE
COMPANY,
a New York limited
partnership
|
By:
|
XXXXXXX
SACHS REAL ESTATE
FUNDING
CORP., a New York
corporation,
as General Partner
|
By: /s/
Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Managing Director
AVELO
MORTGAGE, L.L.C.
By: /s/
J. Xxxxxx Xxxxxxx
Name:
J.
Xxxxxx Xxxxxxx
Title:
President
SCHEDULE
I
Mortgage
Loan Schedule
I-1
EXHIBIT
1
Servicing
Agreement
1-1
EXHIBIT
2
Standard
File Layout - Scheduled/Scheduled
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
2-1
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
2-2
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
2-3
EXHIBIT
3
Standard
File Layout - Delinquency Reporting
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify
a group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at
the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
3-1
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
3-2
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
|
·
|
ASUM-
|
Approved
Assumption
|
|
|
·
|
BAP-
|
Borrower
Assistance Program
|
|
|
·
|
CO-
|
Charge
Off
|
|
|
·
|
DIL-
|
Deed-in-Lieu
|
|
|
·
|
FFA-
|
Formal
Forbearance Agreement
|
|
|
·
|
MOD-
|
Loan
Modification
|
|
|
·
|
PRE-
|
Pre-Sale
|
|
|
·
|
SS-
|
Short
Sale
|
|
|
·
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
|
·
|
Damaged
|
|
·
|
Excellent
|
|
·
|
Fair
|
|
·
|
Gone
|
|
·
|
Good
|
|
·
|
Poor
|
|
·
|
Special
Hazard
|
|
·
|
Unknown
|
3-3
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
3-4
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
3-5
EXHIBIT
4
Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
The
numbers on the 332 form correspond with the numbers listed below.
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an Amortization Schedule from date of default through liquidation
breaking
out the net interest and servicing fees advanced is
required.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out
the net
interest and servicing fees advanced is
required.
|
|
4-12.
|
Complete
as applicable. Required
documentation:
|
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and
WFB’s approved Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
|
13.
|
The
total of lines 1 through 12.
|
Credits:
4-1
|
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow
Agent / Attorney
Letter
of
Proceeds
Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
|
23.
|
The
total derived from subtracting line 22 from 13. If the amount represents
a
realized gain, show
the amount in parenthesis ( ).
|
4-2
EXHIBIT
5
Calculation
of Realized Loss/Gain Form 332
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS/GAIN
Prepared
by: __________________ Date:
_______________
Phone:
______________________ Email Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address:
_________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes
No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
|
Cash
for Keys__________________________
|
________________
|
(12)
|
|
|
HOA/Condo
Fees_______________________
|
________________
|
(12)
|
|
|
______________________________________
|
________________
|
(12)
|
|
|
Total
Expenses
|
$
_______________
|
(13)
|
5-1
|
Credits:
|
|||
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
|
|
HUD
Part A
|
|||
|
________________
|
(18b)
|
||
|
HUD
Part B
|
|||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
|
_________________________________________
|
________________
|
(21)
|
|
|
Total
Credits
|
$________________
|
(22)
|
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
|
5-2
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
5-3
EXHIBIT
6
Servicing
Criteria to be Addressed in Assessment of Compliance
The
assessment of compliance to be delivered by Avelo Mortgage, L.L.C. [insert
name
of Subservicer] shall address, at a minimum, the criteria identified below
as
"Applicable Servicing Criteria.
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
X
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
6-1
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
6-2
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
|
|
|
|
|
6-3