RECONSTITUTION AGREEMENT
This
Reconstitution Agreement (this “Agreement”)
dated
as of June 1, 2006, is by and among Greenwich Capital Financial Products, Inc.
(“GCFP”),
Greenwich Capital Acceptance, Inc. (“GCA”)
and
Xxxxxx Savings and Loan Association, F.A., as servicer (the “Servicer”
or
“Xxxxxx”)
and
acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (in such capacity,
the “Master
Servicer”)
and as
securities administrator (in such capacity, the “Securities
Adminstrator”)
and
Deutsche Bank National Trust Company as trustee (the “Trustee”).
RECITALS
WHEREAS,
GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto (the
“Mortgage
Loans”)
to
GCA, which in turn has conveyed the Mortgage Loans to the Trustee pursuant
to a
pooling and servicing agreement dated as of June 1, 2006 (the “Pooling
and Servicing Agreement”),
among
GCFP, GCA, the Trustee, the Master Servicer and the Securities
Administrator;
WHEREAS,
the Mortgage Loans are currently being serviced by Xxxxxx for GCFP pursuant
to a
Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
1,
2005 (the “Purchase
Agreement”),
between GCFP and Xxxxxx, a copy of which is annexed hereto as Exhibit
Three;
WHEREAS,
GCFP desires that Xxxxxx continue to service the Mortgage Loans and Xxxxxx
has
agreed to do so, subject to the rights of GCFP and the Trustee to terminate
the
rights and obligations of Xxxxxx hereunder as set forth herein and to the other
conditions set forth herein;
WHEREAS,
Section 25 of the Purchase Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Purchase Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Purchase
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, Xxxxxx has agreed, in Section 12 and Section 32 of the Purchase
Agreement, to enter into additional documents, instruments or agreements as
may
be reasonably necessary in connection with any “Whole Loan Transfer” or
“Securitization Transaction” (as such terms are defined in the Purchase
Agreement) contemplated by GCFP pursuant to the Purchase Agreement;
WHEREAS,
Xxxxxx and GCFP agree that this Agreement shall constitute a “Reconstitution
Agreement” (as such term is defined in the Purchase Agreement) in connection
with a Securitization Transaction that shall govern the Mortgage Loans for
so
long as such Mortgage Loans remain subject to the provisions of the Pooling
and
Servicing Agreement;
WHEREAS,
pursuant to the Pooling and Servicing Agreement, the Master Servicer, and any
successor master servicer, shall be obligated, among other things, to supervise
the servicing of the Mortgage Loans on behalf of the Trustee and the Trust
Fund,
and shall have the right to terminate the rights and obligations of Xxxxxx
under
this Agreement upon the occurrence of an Event of Default (as defined by the
Purchase Agreement);
NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
hereto agree as follows:
Definitions
Capitalized
terms used herein and not defined in this Agreement (including Exhibit One
hereto) or in the Purchase Agreement shall have the meanings ascribed to them
in
the Pooling and Servicing Agreement.
Trust
Cut-off Date
The
parties hereto acknowledge that by operation of Subsection 11.14 of the
Servicing Addendum to the Purchase Agreement (as modified by this Agreement),
the remittance on July 18, 2006, to be made to the Trust Fund is to include
all
principal collections due after June 1, 2006 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Subsection 11.14 of the
Servicing Addendum.
Servicing
Xxxxxx
agrees, with respect to the servicing of the Mortgage Loans, to perform and
observe the duties, responsibilities and obligations that are to be performed
and observed by the Servicer under the provisions of the Purchase Agreement
without regard to the Preliminary Servicing Period, except as otherwise provided
herein and on Exhibit One hereto, as of the Trust Cut-off Date and that the
provisions of the Purchase Agreement, as so modified, are and shall be a part
of
this Agreement to the same extent as if set forth herein in full.
Servicing
Fee
The
Servicing Fee for the Mortgage Loans for any Due Period shall be equal to 0.250%
per annum prior to the first Adjustment Date, and thereafter 0.375%
per annum (the “Servicing
Fee Rate”)
multiplied by the Pool Balance at the beginning of such Due Period. Such
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 Subsection 11.05 of the Servicing Addendum to the Purchase
Agreement) of the related Monthly Payment collected by the Servicer.
Master
Servicing; Termination of Servicer
Xxxxxx,
including any successor servicer hereunder, shall be subject to the supervision
of the Master Servicer, which Master Servicer shall be obligated to enforce
Xxxxxx’x obligation to service the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the Trust Fund, shall have the same rights (but not the obligations)
as the Purchaser to enforce the obligations of Xxxxxx under the Purchase
Agreement and unless otherwise specified in Exhibit One to this Agreement,
references to the “Initial Purchaser” or the “Purchaser” in the Purchase
Agreement shall be deemed to refer to the Master Servicer (including the Trustee
and the Trust Fund on whose behalf the Master Servicer is acting); provided,
however,
that
any obligation of the Purchaser to pay or reimburse Xxxxxx shall be satisfied
solely from funds available for such purposes in the Custodial Account or the
Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer
shall be entitled to terminate the rights and obligations of Xxxxxx under this
Agreement upon the occurrence of an Event of Default under Section 15.01 of
the
Purchase Agreement (as modified by this Agreement). Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer or the Trustee
be
required to assume any of the obligations of the Purchaser under the Purchase
Agreement and, in connection with the performance of the Master Servicer’s
duties hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all the rights, protections and limitations of
liability afforded to the Master Servicer under the Pooling and Servicing
Agreement.
2
Warranties
GCFP
and
Xxxxxx mutually warrant and represent that, with respect to the Mortgage Loans,
the Purchase Agreement is in full force and effect as of the Trust Cut-off
Date
and has not been amended or modified in any way with respect to the Mortgage
Loans and no notice of termination has been given thereunder.
Representations
Pursuant
to Section 12 of the Purchase Agreement, Xxxxxx hereby represents and warrants,
for the benefit of GCFP, GCA, the Trustee and the Trust Fund (including the
Trustee and the Master Servicer acting on the Trust Fund’s behalf), that (i) the
representations and warranties set forth in Section 7.01 and Section 7.02 of
the
Purchase Agreement are true and correct as of June 30, 2006 (the “Reconstitution
Date”) as if such representations and warranties were made on such date.
Xxxxxx
hereby acknowledges and agrees that the remedies available to GCFP, GCA and
the
Trust Fund (including the Trustee and the Master Servicer acting on the Trust
Fund’s behalf) in connection with any breach of the representations and
warranties made by Xxxxxx set forth above that materially and adversely affects
the value of that Mortgage Loan and the interests of the Certificateholders
in
such Mortgage Loan shall be as set forth in Section 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein). Notwithstanding
anything to the contrary contained herein or in the Purchase Agreement, it
is
understood by the parties hereto that a breach of the representations and
warranties set forth in Subsections 7.02(viii), (xliv), (xlvii), (lv), (lvii),
(lviii), (lix), (lx), (lxii), (lxiii), (lxiv) or (lxxxiii) will be deemed to
materially and adversely affect the value of the related Mortgage Loan or the
interest of the Purchaser therein. Such enforcement of a right or remedy by
the
Trustee shall have the same force and effect as if the right or remedy had
been
enforced or exercised by GCFP directly.
3
Assignment
Xxxxxx
hereby acknowledges that the rights of GCFP under the Purchase Agreement as
amended by this Agreement will be assigned to GCA under a Mortgage Loan Purchase
Agreement and by GCA to the Trust Fund under the Pooling and Servicing
Agreement. In addition, the Trust Fund will make a REMIC election. Xxxxxx hereby
consents to such assignment and assumption and acknowledges the Trust Fund’s
REMIC election.
Notices
1.
All
written information required to be delivered to the Master Servicer hereunder
shall be delivered to the Master Servicer at the following address:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, HarborView 2006-6
(or
in
the case of overnight deliveries,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
2. All
remittances required to be made to the Master Servicer under this Agreement
shall be on a scheduled/scheduled basis and made to the following wire
account:
Xxxxx
Fargo Bank, N.A.
ABA#:
121
000 248
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: HarborView 2006-6, Account # 00000000
3. All
written information
required
to be delivered to the Trustee hereunder shall be delivered to the Trustee
at
the following address:
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention:
Trust Administration - GC0606
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4. All
written information required to be delivered to GCFP under the Purchase
Agreement and under this Agreement shall be delivered to GCFP at the following
address:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (HarborView 2006-6)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4
Governing
Law
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Counterparts
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
Reconstitution
Xxxxxx
and GCFP agree that this Agreement is a Reconstitution Agreement executed in
connection with a Securitization Transaction and that the date hereof is the
Reconstitution Date.
Intended
Third Party Beneficiaries
Notwithstanding
any provision herein to the contrary, the parties to this Agreement agree that
it is appropriate, in furtherance of the intent of such parties as set forth
herein, that the Trustee, the Master Servicer and the Securities Administrator
receive the benefit of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. Xxxxxx shall
have the same obligations to the Trustee, the Master Servicer and the Securities
Administrator as if the Trustee, the Master Servicer and the Securities
Administrator were each a party to this Agreement, and the Trustee, the Master
Servicer and the Securities Administrator shall have the same rights and
remedies to enforce the provisions of this Agreement as if each were a party
to
this Agreement. Notwithstanding the foregoing, all rights and obligations of
the
Trustee, the Master Servicer and the Securities Administrator hereunder (other
than the right to indemnification) shall terminate upon termination of the
Trust
Fund pursuant to the Pooling and Servicing Agreement.
5
Executed
as of the day and year first above written.
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
GREENWICH
CAPITAL ACCEPTANCE, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
XXXXXX
SAVINGS AND LOAN ASSOCIATION, F.A.,
as
Servicer
By:
/s/ X.X. Xxxxxxxxxx
Name:
X.X. Xxxxxxxxxx
Title:
Executive Vice President
Director of Secondary Marketing
Acknowledged
By
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer and Securities Administrator
By:
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title:
Assistant Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in
its individual capacity, but solely as Trustee
under
the
Pooling and Servicing Agreement
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
By:
/s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
EXHIBIT
ONE
Modifications
to the Purchase Agreement with respect to the Mortgage Loans only:
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1.
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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 the State of Maryland, the State of Connecticut, the State
of
Illinois, the State of Colorado, the State of Minnesota, the State of Iowa,
the
State of California or the State of New York are authorized or obligated by
law
or executive order to be closed.
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2.
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The
definition of “Distribution Date” is hereby amended in its entirety to
read as follows:
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Distribution
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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3.
|
The
definition of "Eligible Account" in Section 1 is hereby amended in
its
entirety to read as follows:
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Eligible
Account:
Any of
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(i)
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an
account or accounts maintained with a federal or state chartered
depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution
or trust
company that is the principal subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are
rated
in the highest short term rating category of the Rating Agency at
the time
any amounts are held on deposit
therein;
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(ii)
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a
trust account or accounts maintained with the trust department of
a
federal or state chartered depository institution, national banking
association or trust company acting in its fiduciary capacity,
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(iii)
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an
account otherwise acceptable to the Rating Agency without reduction
or
withdrawal of its then current ratings of the Certificates as evidenced
by
a letter from the Rating Agency to the Trustee.
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Eligible
Accounts may bear interest, and any account with the depository institution
acting as Trustee hereunder may be an Eligible Account so long as it otherwise
satisfies the requirements of this definition.
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4.
|
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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5.
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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 the Seller, that is
reasonably acceptable to the Master Servicer provided that any Opinion of
Counsel relating to (a) qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of counsel reasonably
acceptable to the Master Servicer and GCFP, who (i) is in fact independent
of
the Seller, (ii) does not have any material direct or indirect financial
interest in the Seller or in any affiliate of the Seller and (iii) is not
connected with the Seller as an officer, employee, director or person performing
similar functions.
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6.
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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:
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(i)
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direct
obligations of, or obligations fully guaranteed as to timely payment
of
principal and interest by, the United States or any agency or
instrumentality thereof, provided such obligations are backed by
the full
faith and credit of the United
States;
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(ii)
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(A)
demand and time deposits in, certificates of deposit of, bankers’
acceptances issued by or federal funds sold by any depository institution
or trust company (including the Trustee, the Master Servicer or their
agents acting in their respective commercial capacities) incorporated
under the laws of the United States of America or any state thereof
and
subject to supervision and examination by federal and/or state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution
or
trust company or its ultimate parent has a short-term uninsured debt
rating in one of the two highest available rating categories of S&P
and the highest available rating category of Xxxxx’x and (B) any other
demand or time deposit or deposit which is fully insured by the FDIC
and
are rated Prime-1 by Xxxxx’x;
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(iii)
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repurchase
obligations with respect to any security described in clause
(i) above and entered into with a depository institution or trust
company (acting as principal) rated by S&P and Xxxxx’x, respectively,
in the two highest applicable rating
categories;
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(iv)
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securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the
District
of Columbia or any State thereof and that are rated by the Rating
Agency
in its highest long-term unsecured rating categories at the time
of such
investment or contractual commitment providing for such
investment;
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(v)
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commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by the Rating Agency
in its
highest short-term unsecured debt rating available at the time of
such
investment;
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(vi)
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units
of money market funds (which may be 12b-1 funds, as contemplated
by the
Commission under the Investment Company Act of 1940) registered under
the
Investment Company Act of 1940 including funds managed or advised
by the
Trustee, the Master Servicer or an Affiliate thereof having the highest
applicable rating from the Rating Agency;
and
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(vii)
|
if
previously confirmed in writing to the Trustee, any other demand,
money
market or time deposit, or any other obligation, security or investment,
as may be acceptable to the Rating Agency in writing as a permitted
investment of funds backing securities having ratings equivalent
to its
highest initial ratings of the Senior
Certificates;
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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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7.
|
A
new definition of “Rating Agency” is hereby added to Section 1 immediately
following the definition of “Rate/Term Refinancing” to read as
follows:
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Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
a mortgage securitization as a result of a Securitization
Transaction.
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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, 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.
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9.
|
[Reserved.]
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10.
|
A
new definition of “Sarbanes Certifying Parties” is added to Section 1
immediately before the definition of “Securities Act” to read as
follows:
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Sarbanes
Certifying Parties:
The
Depositor and the Master Servicer.
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11.
|
Subsection
7.03 (Remedies for Breach of Representations and Warranties) is hereby
amended as follows:
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(i)
|
by
adding the words “(from its own funds)” to the first sentence of the sixth
paragraph after the word
“indemnify;”
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(ii)
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by
replacing the words “the Initial Purchaser and any subsequent Purchaser
and hold them” at the beginning of the second line of the sixth paragraph
with “GCFP, the Depositor, the Trustee, the Master Servicer and the Trust
Fund and hold each of them;”
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(iii)
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by
replacing each of the references to “the Initial Purchaser and any
subsequent Purchaser” in the last sentence of the sixth paragraph with
“GCFP, the Depositor, the Trustee, the Master Servicer and the Trust
Fund;” and
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(iv)
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by
replacing each of the references to “the Purchaser” in the seventh
paragraph of Section 7.03 with “GCFP, the Depositor, the Master Servicer
or the Trustee.”
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12.
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Subsection
11.01 of the Servicing Addendum (Seller to Act as Interim Servicer)
is
hereby amended as follows:
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(i)
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by
adding the following proviso at the end of the first paragraph to
read as
follows:
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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 and Servicing Agreement to fail to qualify as a REMIC
or result in the imposition of a tax upon the Trust (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the
Code) unless the Seller has 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 and Servicing Agreement to fail to qualify
as a REMIC or result in the imposition of a tax upon any such REMIC created
thereunder.
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(ii)
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by
adding the following additional proviso at the end of the first sentence
of the second paragraph to read as
follows:
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;
provided, further, no such modification shall be permitted unless the Seller
shall have provided to the Master Servicer an Opinion of Counsel in writing
to
the effect that such modification, waiver or amendment would not cause an
Adverse REMIC Event (as defined in the Pooling and Servicing Agreement). The
costs of obtaining such Opinion of Counsel shall be a reimbursable expense
to
the Seller to be withdrawn from the Custodial Account pursuant to Subsection
11.05 of the Servicing Addendum. Promptly after the execution of any
modification of any Mortgage Loan, the Seller shall deliver to the Custodian
the
originals of any documents evidencing such modification.
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13.
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Subsection
11.04 of the Servicing Addendum (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended as
follows:
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(i)
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by
adding the words “, entitled ‘in trust for the Holders of HarborView
Mortgage Loan Trust 2006-6 Mortgage Pass-Through Certificates, Series
2006-6’ ” at the end of the first sentence of the first paragraph;
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(ii)
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by
adding the following paragraph before the final paragraph of Subsection
11.04:
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“Funds
on
deposit in the Custodial Account shall either (i) remain uninvested or (ii)
be
invested in Permitted Investments, which Permitted Investments shall mature
or
be subject to redemption or withdrawal on or prior to the next occurring
Remittance Date. If such funds are deposited in Permitted Investments, any
and
all investment earnings from any such Permitted Investments shall be for the
benefit of the Seller and the risk of loss of moneys required to be remitted
to
the Master Servicer for deposit in the Distribution Account resulting from
such
investments shall be borne by and be the risk of the Seller.”
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(iii)
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by
deleting the final paragraph of Subsection
11.04.
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14.
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Subsection
11.05 of the Servicing Addendum (Permitted Withdrawals From the Custodial
Account) is hereby amended by adding a new subclause (xi) to read
as
follows:
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(xi)
to
reimburse itself for unreimbursed Servicing Advances to the extent that such
amounts are nonrecoverable by the Servicer pursuant to subclause
(ii) above;
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15.
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Subsection
11.06 of the Servicing Addendum (Establishment of Escrow Accounts;
Deposits in Escrow Accounts) is hereby amended by adding the words
“,
entitled ‘in trust for the Holders of HarborView Mortgage Loan Trust
2006-6 HarborView Mortgage Pass-Through Certificates, Series 2006-6
and
various mortgagors’ ” at the end of the first sentence of the first
paragraph.
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16.
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Subsection
11.14 of the Servicing Addendum (Distributions) is hereby amended
as
follows:
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(i)
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by
deleting the words “the second Business Day following” in the first
sentence and by deleting the word “second” in the second sentence of the
third paragraph; and
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(ii)
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by
replacing “Monthly Prepayments” with “Monthly Payments” in the first
paragraph.
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17.
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Subsection
11.15 of the Servicing Addendum (Remittance Reports) is hereby amended
in
its entirety to read as follows:
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Subsection
11.15 Statements
to Master Servicer.
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately succeeding Business Day), the Seller shall furnish
to the Master Servicer, including but not limited to (i) a monthly remittance
advice in written or electronic format (or in such other format mutually agreed
to between the Seller and the Master Servicer) relating to the period ending
on
the last day of the preceding calendar month in the form of Exhibit
Four
(excluding the borrower’s name) or 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. 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
Four
(excluding the borrower’s name), such other loan-level information reasonably
available to it with respect to the Mortgage Loans as the Master Servicer may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 5.01 of the Pooling and Servicing
Agreement.
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18.
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[Reserved.]
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19.
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Subsections
11.24 and 11.25 of the Servicing Addendum (Independent Public Accountants’
Servicing Report) and Exhibit 12 to the Purchase Agreement are hereby
deleted in their entirety.
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20.
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Subsection
13.03 (iv) (Information to Be Provided by the Seller) is hereby amended
as
follows:
|
|
(i)
|
by
replacing “If so requested by the Purchaser, any Master Servicer or any
Depositor for the purpose of satisfying its reporting obligation” of the
first sentence with “For the purpose of satisfying the reporting
obligation”; and
|
|
(ii)
|
by
adding a new clause (viii) to read as
follows:
|
|
(viii)
|
The
Company shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any
certification or statement, copies of audited financial information
related to the Company or any Subservicer hereunder as may be reasonably
requested by the Purchaser, any Master Servicer or any
Depositor.
|
|
21.
|
Subsection
13.05 (Report on Assessment of Compliance and Attestation) is hereby
amended:
|
|
(i)
|
by
deleting the phrase “a certification substantially in the form of” and
“delivered to the Purchaser concurrently with the execution of this
Agreement” from the last sentence of clause (i)(1);
and
|
|
(ii)
|
by
deleting clause (i)(4) in its entirety and replacing it with new
clause
(i)(4) to reads as follows:
|
|
(i)(4)
|
deliver,
and cause each Subservicer and Subcontractor described in clause
(3) above
to deliver, to the Purchaser, the Master Servicer, any Depositor
and any
other Person that will be responsible for signing the certification
(a
“Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under
the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act
of
2002) on behalf of an asset-backed issuer with respect to a Securitization
Transaction, a certification, signed by an appropriate officer of
the
Company, in the form attached hereto at Exhibit
14.
|
|
22.
|
Subsection
13.06 (Use of Subservicers and Subcontractors) is hereby
amended:
|
|
(i)
|
by
replacing the reference to “(v), (vi) and (vii)” with “(v), (vi), (vii)
and (viii)” in clause (i);
|
|
(ii)
|
by
adding the phrase “, the Master Servicer” after “the Purchaser” in the
third sentence of clause (i); and
|
|
(iii)
|
by
replacing the last sentence of this section with the
following:
|
The
Seller shall be responsible for obtaining from each Subcontractor and delivering
to the Purchaser, the Master Servicer and any Depositor any assessment of
compliance and attestation and any other certifications required to be delivered
by such Subcontractor under Subsection 13.05, in each case as and when required
to be delivered.
|
23.
|
Subsection
14.01 (Additional Indemnification by the Seller) is hereby
amended:
|
|
(i)
|
by
replacing the reference to “the Initial Purchaser and any subsequent
Purchaser” with “the Trust Fund, the Trustee, the Master Servicer, the
Depositor and each successor in interest.”
|
|
(ii)
|
by
replacing the word “them” with “the Trust Fund, the Trustee, the Master
Servicer and the Depositor.”
|
|
24.
|
Subsection
14.05 (No Transfer of Servicing) is hereby amended by adding the
phrase
“but subject to the last sentence of Section 25” after “Notwithstanding
the forgoing” in the third sentence of this
section.
|
|
25.
|
Subsection
15.01 (Events of Default) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “subject to clause (x) of this Subsection 15.01,” at the
beginning of clause (ii);
|
|
(ii)
|
by
replacing the reference to “Section 13 or Sections 11.24, 11.25 or” with
the word “Subsection” in clause (x);
and
|
|
(iii)
|
by
adding the words “within the applicable cure period” after the word
“remedied” in the second line after clause
(x).
|
|
26.
|
Section
17 (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 “Sections 12, 15 or 16” with “Sections 15 or
16” in the second line of the first
paragraph;
|
|
(iii)
|
by
adding the following new sentence immediately after the first sentence
of
the first paragraph to read as
follows:
|
Any
successor to the 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 Master Servicer that the transfer
of
servicing will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates.
|
(iv)
|
by
adding the following proviso at the end of the third sentence of
the first
paragraph immediately before the period to read as
follows:
|
;
provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement.
|
(v)
|
by
adding the following new paragraph as the fourth paragraph to read
as
follows:
|
Except
as
otherwise provided in this Section 17, all reasonable costs and expenses
incurred in connection with any transfer of servicing hereunder (as a result
of
termination for cause under Section 15.01 or otherwise), including, without
limitation, the costs and expenses of the Master Servicer or any other Person
in
appointing a successor servicer, or of the Master Servicer in assuming the
responsibilities of the Servicer hereunder, or of transferring the Servicing
Files and the other necessary data, including the completion, correction or
manipulation of such servicing data as may be required to correct any errors
or
insufficiencies in the servicing data, to the successor servicer shall be paid
by the terminated or resigning Servicer from its own funds without
reimbursement.
|
27.
|
Section
25 (Successors and Assigns) is hereby amended as
follows:
|
|
(i)
|
by
replacing the last sentence with “This Agreement shall not be assigned,
pledged or hypothecated by the Seller to a third party (i) without
the
prior written consent of GCFP and the Master Servicer, which consent
shall
not be unreasonably withheld, and (ii) without prior written notice
to
each Rating Agency” at the end of the
paragraph.
|
|
28.
|
Exhibit
15 is hereby deleted in its entirety and replaced with new Exhibit
15
attached hereto as Exhibit Five.
|
EXHIBIT
TWO
List
of Mortgage Loans
EXHIBIT
THREE
Purchase
Agreement
EXHIBIT
FOUR-A
Standard
File Layout - Scheduled/Scheduled
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
FOUR-B
Standard
File Layout - Delinquency Reporting
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify
a group of
loans in their system.
|
|
|
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at
the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
EXHIBIT
FOUR-C
Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
|
·
|
ASUM-Approved
Assumption
|
|
·
|
BAP-Borrower
Assistance Program
|
|
·
|
CO-Charge
Off
|
|
·
|
DIL-Deed-in-Lieu
|
|
·
|
FFA-Formal
Forbearance Agreement
|
|
·
|
MOD-Loan
Modification
|
|
·
|
PRE-Pre-Sale
|
|
·
|
SS-Short
Sale
|
|
·
|
MISC-Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
|
·
|
Damaged
|
|
·
|
Excellent
|
|
·
|
Fair
|
|
·
|
Gone
|
|
·
|
Good
|
|
·
|
Poor
|
|
·
|
Special
Hazard
|
|
·
|
Unknown
|
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
EXHIBIT
FOUR-D
Calculation
of Realized Loss/Gain
|
(i)
|
The
numbers on the form correspond with the numbers listed
below.
|
Liquidation
and Acquisition Expenses:
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation,
an Amortization Schedule from date of default through liquidation
breaking
out the net interest and servicing fees advanced is
required.
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing
fee that would
have been earned if all delinquent payments had been made
as agreed. For
documentation, an Amortization Schedule from date of default
through
liquidation breaking out the net interest and servicing fees
advanced is
required.
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance
of the Mortgage
Loan as calculated on a monthly basis. For documentation,
an Amortization
Schedule from date of default through liquidation breaking
out the net
interest and servicing fees advanced is
required.
|
|
4-12.
|
Complete
as applicable. All line entries must be supported by copies
of appropriate
statements, vouchers, receipts, bills, canceled checks, etc.,
to document
the expense. Entries not properly documented will not be
reimbursed to the
Servicer.
|
|
13.
|
The
total of lines 1 through 12.
|
|
(ii)
|
Credits:
|
|
14-21.
|
Complete
as applicable. All line entries must be supported by copies
of the
appropriate claims forms, EOBs, HUD-1 and/or other proceeds
verification,
statements, payment checks, etc. to document the credit.
If the Mortgage
Loan is subject to a Bankruptcy Deficiency, the difference
between the
Unpaid Principal Balance of the Note prior to the Bankruptcy
Deficiency
and the Unpaid Principal Balance as reduced by the Bankruptcy
Deficiency
should be input on line 20.
|
|
22.
|
The
total of lines 14 through 21.
|
Please
note:
For
HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16)
for Part
B/Supplemental proceeds.
|
(iii)
|
Total
Realized Loss (or Amount of Any
Gain)
|
|
23.
|
The
total derived from subtracting line 22 from 13. If the amount
represents a
realized gain, show the amount in parenthesis (
).
|
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS/GAIN
Prepared
by: __________________
Date:
_______________
Phone:
______________________ Email Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
|
(5)
|
Taxes
|
________________
|
(5)
|
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|
(7)
|
MI/Hazard
Insurance Premiums
|
________________
|
(7)
|
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
|
(12)
|
Other
(itemize)
|
$________________
|
(12)
|
|
Cash
for Keys__________________________
|
________________
|
||
|
HOA/Condo
Fees_______________________
|
________________
|
||
|
______________________________________
|
________________
|
||
|
______________________________________
|
________________
|
||
|
Total
Expenses
|
$
_______________
|
(13)
|
|
|
Credits:
|
|||
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
|
(18)
|
Primary
Mortgage Insurance Proceeds
|
________________
|
(18)
|
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
|
_________________________________________
|
_________________
|
||
|
_________________________________________
|
_________________
|
||
|
Total
Credits
|
$________________
|
(22)
|
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
EXHIBIT
FIVE
Servicing
Criteria to be Addressed in Assessment of Compliance
The
assessment of compliance to be delivered by [the Company] [Name of
Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance
or other triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third
parties,
policies and procedures are instituted to monitor the third
party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain
a back-up servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect
on the party
participating in the servicing function throughout the
reporting period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than
two business days
following receipt, or such other number of days specified
in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an
investor are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows
or distributions,
and any interest or other fees charged for such advances,
are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve
accounts or
accounts established as a form of overcollateralization,
are separately
maintained (e.g., with respect to commingling of cash)
as set forth in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured
depository
institution as set forth in the transaction agreements.
For purposes of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial
institution that
meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related
bank clearing
accounts. These reconciliations are (A) mathematically
accurate; (B)
prepared within 45 (or to the extent reasonably required
by the Purchaser,
30 calendar days) calendar days after the bank statement
cutoff date, or
such other number of days specified in the transaction
agreements; (C)
reviewed and approved by someone other than the person
who prepared the
reconciliation; and (D) contain explanations for reconciling
items. These
reconciling items are resolved within 90 calendar days
of their original
identification, or such other number of days specified
in the transaction
agreements.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements
and applicable
Commission requirements. Specifically, such reports (A)
are prepared in
accordance with timeframes and other terms set forth in
the transaction
agreements; (B) provide information calculated in accordance
with the
terms specified in the transaction agreements; (C) are
filed with the
Commission as required by its rules and regulations; and
(D) agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance
with timeframes,
distribution priority and other terms set forth in the
transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days
to the Servicer’s
investor records, or such other number of days specified
in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with
cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required
by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required
by the transaction
agreements.
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool
are made, reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance
with the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after
receipt, or such
other number of days specified in the transaction agreements,
and
allocated to principal, interest or other items (e.g.,
escrow) in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and
approved by
authorized personnel in accordance with the transaction
agreements and
related pool asset documents.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans,
modifications and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the
period a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or
such other period
specified in the transaction agreements, and describe the
entity’s
activities in monitoring delinquent mortgage loans including,
for example,
phone calls, letters and payment rescheduling plans in
cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans
with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow
accounts): (A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period
specified in
the transaction agreements; (B) interest on such funds
is paid, or
credited, to obligors in accordance with applicable mortgage
loan
documents and 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
|
|
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.
|
|
