ADDENDUM TO MORTGAGE SELLING AND SERVICING CONTRACT (Early Advance Funding Agreement)
Exhibit 10.1
Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.
ADDENDUM
TO
MORTGAGE SELLING AND SERVICING CONTRACT
(Early Advance Funding Agreement)
This Addendum (the “EAF Agreement”) to that Mortgage Selling and Servicing Contract dated March 23, 2005 (the “MSSC”) is made by and between Xxxxxx Xxx (“Xxxxxx Xxx”), a corporation organized and existing under the laws of the United States, and Green Tree Servicing LLC (“Servicer”), a Delaware limited liability company, and is effective July 1, 2012.
WHEREAS, Servicer services, on behalf of Xxxxxx Mae, certain residential mortgage loans and real estate owned (REO) properties owned or securitized by Xxxxxx Xxx, in accordance with the MSSC and Xxxxxx Mae Servicing Guide; and
WHEREAS, Xxxxxx Xxx and Green Tree have entered into those certain servicing agreements (collectively, the “Agreements”) as follows:
a) Mortgage Loans Servicing Agreement dated June 30, 2008 (“Option One” portfolio);
b) Mortgage Loans Servicing Agreement dated July 31, 2008 (“Barclays” portfolio);
c) Interim Servicing Addendum to the Mortgage Selling and Servicing Contract dated March 19, 2009 (“Bank United” portfolio);
d) Green Tree Supplemental Servicing Agreement dated October 31, 2009 (“Nat City” portfolio);
e) Subservicing Addendum to the Mortgage Selling and Servicing Contract dated February 1, 2010 (“Xxxxxxxx” portfolio);
d) Mortgage Selling and Servicing Contract as applicable to loans transferred from Franklin Bank (“Franklin Bank” portfolio), and
WHEREAS, Xxxxxx Xxx has agreed to provide to Servicer early reimbursement of certain Advances;
NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
I. Addendum to MSSC. Xxxxxx Mae agrees to provide to Servicer early reimbursement of certain Advances serviced under the MSSC and Xxxxxx Xxx Servicing Guide and under the Agreements pursuant to and subject to the conditions of the attached Exhibit A. This EAF Agreement replaces and supersedes in its entirety that Amended and Restated Attachment 5 to Green Tree Supplemental Servicing Agreement dated October 31, 2009, as thereafter amended.
II. Applicable Laws. This EAF Agreement will be construed in accordance with federal law and the laws of New York, without reference to the choice of law principles under the laws of New York.
III. Entire Agreement. All other terms, conditions, provisions, and covenants in the Agreements, the MSSC and the Xxxxxx Mae Selling and Servicing Guides, as may be updated or amended from time to time, shall remain unaltered and in full force and effect, except as modified by this EAF Agreement.
IV. Counterparts. This EAF Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute a single agreement.
IN WITNESS WHEREOF, each of the undersigned parties to this EAF Agreement has caused this EAF Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written.
| Xxxxxx Xxx |
Xxxxx Tree Servicing LLC (Servicer) | |||||||
| By: |
/s/ |
By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: |
|
Name: | Xxxxxx Xxxxxxx | |||||
| Title: |
|
Title: | Senior Vice President and Treasurer | |||||
| Date: |
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Date: | June 29, 2012 | |||||
EXHBIT A
EARLY ADVANCE FUNDING AGREEMENT
| EARLY REIMBURSEMENT PERIOD: |
The period (“Early Reimbursement Period”) during which Xxxxxx Mae will make payments of Periodic Early Reimbursement Amounts (as defined below) in respect of Eligible Advances (as defined below), which will commence on the Closing Date and end on the first to occur of:
1. June 30, 2013 (unless extended or renewed in writing by Xxxxxx Xxx and Servicer); or
2. a Stop Event that is not waived by Xxxxxx Mae
During the Early Reimbursement Period, Xxxxxx Xxx will make payments of Periodic Early Reimbursement Amounts as provided herein. Upon termination of the Early Reimbursement Period, Xxxxxx Mae will no longer pay Periodic Early Reimbursement Amounts and the Recoupment Period will commence. | |
| ELIGIBLE ADVANCES FOR EARLY REIMBURSEMENT: |
Unless specific branch IDs of the Servicer are excluded as indicated below, “Eligible Advance” shall include all of the following advances required to be made by the Servicer with respect to mortgage loans and real estate owned (REO) serviced by the Servicer (“Mortgage Loans”) pursuant to the MSSC and Xxxxxx Xxx Servicing Guide (the “Guide”) and the Agreements for which Servicer has not been repaid or reimbursed as of such date:
1. “P&I Delinquency Advances” which are advances of principal or interest payments, including a “Foreclosure Buyout”). A “Foreclosure Buyout” is an advance required to be remitted as the result of an action taken during the preceding month with respect to a property reported under Xxxxxx Mae Action Codes 70, 71 or 72 at the start of the month in which the advance is due.
2. “T&I Escrow Advances” which are advances for the payment of taxes, assessments, insurance premiums, ground rents, and other similar items and charges, and
3. “Corporate Servicing Advances” which are advances other than P&I Delinquency Advances and T&I Escrow Advances.
Eligible Advances shall also include any outstanding servicing advances previously paid or reimbursed by Servicer to National City Bank and National City Mortgage Services in connection with a servicing transfer to the Servicer and applicable to the Nat City portfolio. Each such advance shall be deemed a “Legacy Servicing Advance”. | |
| Eligible Advances shall not include advances applicable to the payment of any guaranty or excess servicing fees or lender paid mortgage insurance premiums. Eligible Advances must have been actually incurred by the Servicer, and T&I Escrow Advances and Corporate Servicing Advances must fall under one of the 571 Codes in the Xxxxxx Xxx 571 Claims Guide.
Excluded Servicer branch ID’s: None | ||
| Notwithstanding anything to the contrary herein, after the date on which the underlying real estate/collateral is sold or disposed of, the loan is otherwise “liquidated” (including as a result of an event reported as Xxxxxx Mae Action Code of 70, 71 or 72), or loans have a zero UPB as a result of an event reported as Xxxxxx Xxx Action Code of 60 or 65 (the “Final Liquidation Date”), no Periodic Early Reimbursement Amounts will be paid by Xxxxxx Mae for advances made by the Servicer after the Final Liquidation Date on that Mortgage Loan. In addition, all Periodic Early Reimbursement Amounts must be repaid within one-hundred twenty (120) days after the Final Liquidation Date of the related loan, regardless of whether recoveries have actually been collected. | ||
| PERIODIC EARLY REIMBURSEMENT AMOUNT: |
For any Reporting Cycle (as defined below), an amount equal to the Funding Value (as defined below) of Eligible Advances, subject to the Early Reimbursement Amount Limit (as defined below).
If the Early Reimbursement Amount Limit is reached in a particular Reporting Cycle, Xxxxxx Xxx shall reimburse P&I Delinquency Advances before T&I Escrow Advances or Corporate Servicing Advances and, within each category, Eligible Advances applicable to Mortgage Loans held directly by Xxxxxx Mae (“MRS Advances”) prior to those Mortgage Loans held in an MBS trust (“MBS Advances”.) | |
| AGGREGATE EARLY REIMBURSEMENT AMOUNT: |
As of any date of determination, the excess, if any, of (i) the total Periodic Early Reimbursement Amounts previously paid to Servicer by Xxxxxx Xxx prior to such date over (ii) the aggregate, cumulative amount of Collections (as defined below) recouped by Xxxxxx Mae prior to such date. In no event shall Xxxxxx Xxx be obligated to make payment of any Periodic Early Reimbursement Amount that would result in the Aggregate Early Reimbursement Amount exceeding the Early Reimbursement Amount Limit. | |
| FUNDING VALUE: | With respect to any Eligible Advance as of any date of determination, the product of (x) the outstanding balance of such Eligible Advance as of such date and (y) the applicable Early Reimbursement Rate. | |
| EARLY REIMBURSEMENT RATE: |
P&I Delinquency Advances: [***]%.1 T&I Escrow Advances: [***]% Corporate Servicing Advances: [***]% Legacy Servicing Advances: 100%
The Early Reimbursement Rate for P&I Delinquency Advances, T&I Escrow Advances, Legacy Servicing Advances and Corporate Servicing Advances will be subject to review and revision by Xxxxxx Mae, in its sole discretion, upon ninety (90) days written notice to Servicer; provided, however, that any revised Early Reimbursement Rate for P&I Delinquency Advances, T&I Escrow Advances, Corporate Servicing Advances and Legacy Advances, as applicable, shall not be less than [***]%. Any revised Early Reimbursement Rate shall become effective for the Periodic Early Reimbursement Amount applicable to the next Reporting Cycle ninety (90) days after Servicer is notified by Xxxxxx Xxx of any revision. | |
| EARLY REIMBURSEMENT AMOUNT LIMIT: |
Xxxxxx Mae’s obligation to make payment of Periodic Early Reimbursement Amounts will not exceed a maximum Aggregate Early Reimbursement Amount of One-Hundred Fifty Million ($150,000,000) dollars. | |
| DEFICIENCY AMOUNT: | A Deficiency Amount shall exist on any date if, and to the extent that, on such date, the Aggregate Early Reimbursement Amount exceeds the Funding Value of all Eligible Advances. If a Deficiency Amount exists, the party that becomes aware of such event shall immediately notify the other party of the existence of any Deficiency Amount. Any such Deficiency Amount shall be cured by the Servicer within three business days of the Servicer becoming aware of the existence of a Deficiency Amount. Any Deficiency Amount attributable to the reduction of an Early Reimbursement Rate as provided herein shall be due and payable by Servicer within sixty (60) days. | |
| TRUST or OTHER XXXXXX XXX DESIGNATED ACCOUNT: |
“Trust Account” shall mean a trust account or other Xxxxxx Mae designated account created by Xxxxxx Xxx in its name and under its control at a financial institution of Xxxxxx Mae’s choosing. A Trust Account may relate to either MBS Advances or MRS Advances but not both. | |
| 1 | Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. |
| The Servicer hereby acknowledges and agrees that it has no right, title, interest or claim in or to any Trust Account or any funds or other assets therein (whether or not deposited by the Servicer), or any interest earned or accrued on the foregoing (notwithstanding anything to the contrary contained in the Guide or in any other agreement), all of which shall be the exclusive property of Xxxxxx Xxx. | ||
| ONGOING RECONCILIATION PERIOD: |
Anytime an Eligible Advance is requested by Servicer hereunder, Servicer shall provide Xxxxxx Mae an Advance Request Form, a sample of which is attached hereto as Exhibit A, and shall deliver such request form via e-mail to “xxxxxxx_xxxxxxxxxx_xxxx@xxxxxxxxx.xxx”.
Beginning in the month of the effective date of this EAF Agreement, Servicer shall deliver the Reports (as defined below) as required in the Data Dictionary
The calendar month covered by a Report, as applicable, shall constitute a “Reporting Cycle.”
P&I Delinquency Advances.
No later than the second business day following the receipt by Xxxxxx Xxx of the Report applicable to P&I Delinquency Advances, Xxxxxx Mae will notify the Servicer of any discrepancies, including any discrepancies between the (a) the sum of all reported loan-level P&I Delinquency Advances and (b) the xxxxxxxxx X&X Delinquency Advances requested by the Servicer.
On the business day each month prior to the draft date applicable to the standard Xxxxxx Xxx MBS remittance cycle (the “Draft Date”) published in the Guide, the following actions shall occur:
(i) to the extent a Periodic Early Reimbursement Amount is required to be distributed, Xxxxxx Mae shall deposit (such deposit shall be contingent on the fact that no discrepancy regarding the requested P&I Delinquency Advances remains outstanding) into the Trust Account the Periodic Early Reimbursement Amount relating to the P&I Delinquency Advances for the related Reporting Cycle; and
(ii) by 10:00 AM (Eastern Time) on such date, the Servicer shall deposit all remaining principal and interest required to be remitted on the Draft Date for all Xxxxxx Xxx MBS Mortgage Loans serviced by the Servicer. | |
| On the Draft Date, Xxxxxx Mae shall draft from the Trust Account, in lieu of the Servicer’s custodial account or accounts, the Required P&I and any amounts deposited by Xxxxxx Xxx as Periodic Early Reimbursement Amounts.
The Servicer shall deposit into the Collections Account on the Draft Date any principal and interest reported as “uncollected” on the Report, and received between the business day immediately preceding the Report Date and the Draft Date.
T&I Escrow Advances and Corporate Servicing Advances.
No later than the second business day following the Report Date applicable to T&I Escrow Advance and Corporate Servicing Advances, Xxxxxx Mae will notify the Servicer of any discrepancies regarding T&I Escrow Advance and Corporate Servicing Advances.
Servicer may also receive Periodic Early Reimbursement Amounts at month end by submitting to Xxxxxx Xxx a Report applicable T&I Escrow Advance and Corporate Servicing Advances six business days prior to month end. No later than the second business day following receipt of this Report Xxxxxx Mae will notify the Servicer of any discrepancies regarding T&I Escrow Advance and Corporate Servicing Advances
On the business day immediately preceding both the Draft Date and the last business day of the month, Xxxxxx Xxx shall fund (to the extent a Periodic Early Reimbursement Amount is required to be distributed) the Periodic Early Reimbursement Amount for T&I Escrow Advance and Corporate Servicing Advances (as requested by the Servicer on an Advance Request Form) to the Servicer. Such funding shall be contingent on the fact that no discrepancy regarding the requested T&I Escrow Advances and Corporate Servicing Advances remains outstanding. |
| Subject to the conditions identified below, Xxxxxx Mae additionally agrees that it will reimburse Servicer for T&I Escrow Advance and Corporate Servicing Advances on a daily basis as may be requested by Servicer and agreed to by Xxxxxx Xxx. Therefore in addition to the reporting requirements identified herein, not later than the fifth (5th) business day prior to the business day on which Servicer requests that Xxxxxx Mae make reimbursement to Servicer (or such other time period as mutually agreed to by the parties), Servicer shall deliver to Xxxxxx Xxx or its designee a Report applicable to T&I Escrow Advance and Corporate Servicing Advances. Xxxxxx Mae and/or its designee will reconcile the same within two (2) business days, and if it determines that an amount is due and owing by Xxxxxx Xxx to Servicer, such amount shall be reimbursed to Servicer by Xxxxxx Mae on the date requested by Servicer, or at such time as may otherwise be mutually agreed to by Xxxxxx Xxx and Servicer. Applicable to each reimbursement of T&I Escrow Advances and Corporate Servicing Advances made by Xxxxxx Mae herein, Servicer shall pay Xxxxxx Xxx a fee equal to the greater of 1) $1,000, or 2) the Compensation Rate divided by twenty-four (24), multiplied by the T&I Escrow Advance and Corporate Servicing Advances reimbursed by Xxxxxx Mae. Servicer will not be required to pay such administrative fee for the reimbursements made 1) on the business day immediately preceding the Draft Date, and 2) one business day prior to the last business day of each calendar month. Xxxxxx Xxx will provide to Servicer an invoice for such administrative fees on or about the tenth (10th) day of each calendar month, and within thirty days of receipt of the invoice Servicer agrees to wire to Xxxxxx Mae such invoiced amount as directed in the invoice, or as otherwise directed by Xxxxxx Xxx. | ||
| At any time Xxxxxx Mae may notify the Servicer of any material discrepancy between the P&I Delinquency Advances, T&I Escrow Advances or Corporate Servicing Advances as previously reported by the Servicer and the amounts reflected in Xxxxxx Mae’s internal systems of record. Such discrepancies shall constitute a material Due Diligence issue and the Servicer and Xxxxxx Mae will work in good faith to resolve any such material discrepancies. | ||
| REPORTS: | In addition to any required reporting obligations in the Guide, during the Ongoing Reconciliation Period Servicer shall deliver to Xxxxxx Xxx or its designee reports and loan level listings (each a “Report”) in a format reasonably acceptable to Xxxxxx Mae containing the data and within the time periods identified in Exhibit B (“EAF Data Dictionary”) to this EAF Agreement (as such Attachment may be modified by Xxxxxx Xxx in writing from time to time), including (i) such reason codes to conform to information and codes required by Xxxxxx Mae Form 571 (Cash Disbursement Request) and (ii) upon request, reconciliations and supporting documentation (including invoices) of general ledger receivables applicable to Eligible Advances. | |
| The Servicer shall also provide to Xxxxxx Xxx by the 25th day of each month (i) provided that a P&I Delinquency Advance was made, a completed Xxxxxx Mae Form 496 (“Principal and Interest (P&I) Custodial Account Analysis”) including all applicable schedules, and (ii) Xxxxxx Xxx Form 496a (“Taxes and Insurance (T&I) Custodial Account Analysis”), including all applicable schedules. | ||
| COLLECTIONS ACCOUNT OVER COLLECTION: |
All collections and reimbursements related to Eligible Advances, other than Foreclosure Buyouts, received on the related Mortgage Loans by the Servicer from Xxxxxx Mae, mortgagors or as liquidation proceeds or other recoveries (in the aggregate, the “Collections”), must be deposited by the Servicer into a Collections Account established by Xxxxxx Xxx and under Xxxxxx Mae’s control no later than 6:00 pm ET on the second business day following Servicer’s receipt thereof, subject to the following:
(i) During the Early Reimbursement Period the Servicer may retain any Collections in excess of the Periodic Early Reimbursement Amount outstanding with respect to the related Mortgage Loan; and
(ii) During the period between the final disbursement of a Periodic Early Reimbursement Amount and the last day for recoupment as provided below, the Servicer may retain any Collections in excess of the Aggregate Early Reimbursement Amount.
All Periodic Early Reimbursement Amounts related to Foreclosure Advances shall be repaid to the Collections Account within one business day after the Servicer receives a monthly reimbursement of foreclosure advances from Xxxxxx Xxx, without regard to the amount actually reimbursed. Further, all Periodic Early Reimbursement Amounts for P&I Delinquency Advances and applicable to Mortgage Loans which have undergone a reclassification as provided in the Guide shall be repaid to the Collections Account within two business days of such reclassification.
However, following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Xxxxxx Mae, clauses (i) and (ii) above shall not apply and further, all reimbursements of Eligible Advances due from Xxxxxx Xxx shall be deposited directly into the Collections Account by Xxxxxx Mae.
Servicer shall notify Xxxxxx Xxx in the event it determines that any Periodic Early Reimbursement Amount relates to an advance other than an Eligible Advance. In addition, Xxxxxx Mae shall provide Servicer with a monthly report listing any Periodic Early Reimbursement Amounts outstanding on advances it has determined to be ineligible, including any relating to loans more than ninety (90) days past their Final Liquidation Date. Servicer shall deposit any such amounts into the Collections Account within 15 calendar days after the date of such determination or report, regardless of whether recoveries have actually been collected. | |
| If the amount in the Collections Account exceeds the Aggregate Early Reimbursement Amount (“Over Collection”), then simultaneously with the first to occur of the payment of the next Periodic Early Reimbursement Amount or the commencement of the Recoupment Period, the Over Collection amount shall be applied to reduce the Aggregate Early Reimbursement Amount outstanding. Any amount by which the Over Collection exceeds such Aggregate Early Reimbursement Amount will be returned to the Servicer within five business days following the date the Aggregate Early Reimbursement Amount is reduced to zero. | ||
| MONTHLY SETTLEMENTS / SETTLEMENT DATES: |
On the third business day of each month, Xxxxxx Xxx shall notify Servicer of the Early Reimbursement Compensation amount. On the fifth business day of each calendar month, Servicer shall fund to an account designated by Xxxxxx Mae the Early Reimbursement Compensation. Such date shall be deemed a “Settlement Date.”
In the event that Xxxxxx Xxx does not timely receive such funding, on the following business day Xxxxxx Mae may withdraw an amount equal to such unpaid Early Reimbursement Compensation directly from the Collections Account prior to the calculation of the Periodic Early Reimbursement Amount for that month. Such withdrawal will not avoid the occurrence of a Stop Event.
Following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Xxxxxx Xxx, a Settlement Dates shall occur with such frequency (e.g., weekly or daily) as Xxxxxx Mae shall direct. | |
| EARLY REIMBURSEMENT COMPENSATION: |
In consideration of Xxxxxx Mae’s reimbursing to Servicer Eligible Advances earlier than as provided under the MSSC and Guide, the Servicer will pay Xxxxxx Mae a monthly compensation amount equal to the aggregate amount obtained by daily application of the Compensation Rate to the amount of the Aggregate Early Reimbursement Amount on a 360 day per year basis for the actual number of days elapsed since the prior Settlement Date (or, with respect to the first Settlement Date following the Closing Date, since the Closing Date). The Servicer will pay the Early Reimbursement Compensation to Xxxxxx Xxx on each Settlement Date. | |
| COMPENSATION RATE: | [***]2 basis points over One-Month LIBOR. LIBOR will be set as of the last business day of the second month preceding the month in which the Settlement Date occurs. (For example, if the Settlement Date is August 3rd, LIBOR will be as of the last business day in June.) | |
| FACILITY RENEWAL/ AMENDMENT FEE: |
On the Closing Date Servicer shall pay 0.500% of the Early Reimbursement Amount Limit. If extended or renewed in writing by Xxxxxx Mae and Servicer, 0.500% of the Early Reimbursement Amount Limit shall thereafter be payable as a renewal fee annually on the first business day after June 30 each year. If the Early Reimbursement Amount Limit is increased. 0.500% of the additional amount shall be payable as an Amendment Fee on the first business day following the effective date of the increase and pro rated from such effective date to the scheduled end of the Early Reimbursement Period. | |
| CLOSING DATE: | July 1, 2012 | |
| RECOUPMENT: | Periodic Early Reimbursement Amounts shall be recouped by Xxxxxx Xxx primarily through Collections, however the Servicer can pay any or all outstanding amounts due at any time, and is obligated to pay, if applicable, the outstanding Aggregate Early Reimbursement Amount on or prior to the completion of an eighteen (18) month period starting on the earlier of (i) the first day of the month following the end of the Early Reimbursement Period or (ii) the occurrence of a Stop Event. Such eighteen (18) month period is referred to herein as the “Recoupment Period.” | |
| STOP EVENTS: |
Unless otherwise waived by Xxxxxx Mae, Stop Events are as follows:
1. Failure of Servicer to comply with the terms or conditions of this EAF Agreement and such failure continues for 1 business day, specifically including but not limited to,
a. Failure of the Servicer to pay any Early Reimbursement Compensation amount or any Deficiency Amount when due.
b. Failure of the Servicer to deposit Collections into the Collection Account by 6:00 pm ET on the second business day following the receipt thereof by Servicer.
c. Failure of the Servicer to repay in a timely manner any portion of the Aggregate Early Reimbursement Amount relating to an advance that is not an Eligible Advance. | |
| 2 | Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission |
| 2. Failure of the Servicer to be an approved Xxxxxx Xxx Servicer.
3. Occurrence of a change in the Servicer’s organization as described in the Part I, Chapter 2, Section 204 of the Guide. 4. Failure of the Servicer to resolve a material Due Diligence issue within 30 business days of notification, unless the parties mutually agree to extend such cure period, it being understood that (a) Xxxxxx Mae has the option to suspend funding of Periodic Early Reimbursement Amounts while a material Due Diligence issue remains unresolved, even if no Stop Event has occurred, and (b) Xxxxxx Xxx will act in good faith to determine materiality of Due Diligence issues.
5. Insolvency, Receivership or Bankruptcy of the Servicer, as established by a court of competent jurisdiction.
6. Failure of the Servicer to submit any required Reports or other reporting and such failure continues for 5 business days
7. The occurrence of an Event of Default by the Servicer under its Master Agreement or the Mortgage Selling and Servicing Contract, as applicable, which has not been waived or cured as may be allowed under such agreement or contract, if applicable.
8. Failure by the Servicer to deposit into the Trust Account all principal and interest as provided herein; provided, however, that such failure shall be subject to a cure period of one business day; provided, further, however, that such cure period shall be unavailable if such failure occurs more than once in any four-month period or more than twice in any twelve-month period.
9. The Aggregate Early Reimbursement Amount is zero.
10. 120 days after written notice by Xxxxxx Mae.
11. The earlier of 120 days or such earlier date as set forth in such Proceeding following written notice by Xxxxxx Xxx or Servicer, as applicable, that either Xxxxxx Mae or Servicer, as applicable, becomes subject to any order, or litigation, claim, action, suit, arbitration, inquiry, proceeding, investigation or similar proceeding initiated by a governmental authority (a “Proceeding”) which impairs such party’s ability to discharge its obligations hereunder in any material respect. |
| Upon occurrence of a Stop Event not waived by Xxxxxx Xxx, the Early Reimbursement Period may be terminated. | ||
| Upon the occurrence of a subsection 10 or 11 Stop Event, Xxxxxx Mae shall cooperate in good faith and reasonably assist the Servicer should the Servicer elect to seek alternative financing for some or all of the (i) outstanding Periodic Early Reimbursement Amounts and (ii) future P&I Delinquency Advances, T&I Escrow Advances and Corporate Servicing Advances required to be made by the Servicer under each of the Agreements. | ||
| DUE DILIGENCE REQUIREMENTS: |
Xxxxxx Xxx has the right to perform due diligence activities related to Eligible Advances and Periodic Early Reimbursement Amounts prior to the Closing Date and at any such time thereafter (“Due Diligence”). Promptly upon Xxxxxx Mae’s (or its agent’s) request, the Servicer is required to provide reasonable access to Servicer’s system’s and personnel, books and records whether stored in tangible or electronic form. Failure of the Servicer to provide such access will constitute a material Due Diligence issue and a Stop Event. Subject to an annual cap of 75,000, Servicer shall bear all reasonable out-of-pocket costs and expenses of Xxxxxx Xxx relating to a Due Diligence review of the Servicer’s activities hereunder, including without limitation third party vendor fees.
In the event non-material issues are discovered during the Due Diligence process, the Servicer will be notified in writing by Xxxxxx Mae or its agent and will have a reasonable amount of time to cure such issues. However, failure to cure will constitute a material Due Diligence event. | |
| SERVICING TRANSFER: | Unless consented to in a writing by Xxxxxx Xxx specifically referencing this EAF Agreement, no servicing of Mortgage Loans for which there exists any outstanding Periodic Early Reimbursement Amount shall be transferred to another servicer unless the Periodic Early Reimbursement Amount applicable to such Mortgage Loan is deposited into the Collections Account, or the Servicer otherwise makes a payment to Xxxxxx Mae in an amount equal to such Periodic Early Reimbursement Amount. | |
| XXXXXX XXX SERVICING REQUIREMENTS: |
Except as specifically set forth herein, entering into this EAF Agreement does not alter or diminish any obligations or duties required of the Servicer according to the MSSC and the Xxxxxx Mae Selling and Servicing Guides, as applicable. | |
| ASSIGNMENT: | Neither Xxxxxx Xxx nor the Servicer may assign, transfer or participate its rights under this EAF Agreement. | |
| TERMINATION: | Xxxxxx Mae may terminate this EAF Agreement:
(i) after the Early Reimbursement Period is completed or ended;
(ii) when the Aggregate Early Reimbursement Amount is zero; or
(iii) on the occurrence of a Stop Event not waived by Xxxxxx Xxx.
Any termination hereunder shall be effective on the earlier of the expiration of any applicable Recoupment Period, or the date the Aggregate Early Reimbursement Amount is zero | |
EXHIBIT A
(Advance Request Form)
For the [Month/Day/Year] [EAF/SUB] funding, ABC Mortgage Company submitted the following files. I certify that to the best of my knowledge these advances are all either borrower recoverable or 571 claimable expenses. Should it be determined that these advances are not recoverable or claimable, we will abide by the terms of the contract for repayment.
| File Name |
Number of Files Submitted |
Total FNMA Advance Amount |
Advance Dates From |
Advance Dates To |
Bank Name |
Account# | Routing# | |||||||
| P&I Advance Detail |
||||||||||||||
| Corp/Escrow Advance Detail |
||||||||||||||
| Total |
[Name]
[Title] (Must be an Officer of the company)
[Company]
EXHIBIT B
(EAF Data Dictionary)
EXHIBIT B REMOVED AND REPLACED BY REFERENCE TO THE XXXXXX MAE EAF
DATA DICTIONARY
