RECONSTITUTION AGREEMENT
This
Reconstitution Agreement (this “Agreement”)
dated
as of February 1, 2007, is among Greenwich Capital Financial Products, Inc.
(“GCFP”),
Financial Asset Securities Corp. (“FASCO”
or
the
“Depositor”)
and
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”
or
“Xxxxx
Fargo”)
and
acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”)
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 the
Depositor pursuant to an
omnibus assignment agreement dated as of February 1, 2007 between GCFP and
the
Depositor,
and the
Depositor in turn has conveyed the Mortgage Loans to the Trustee pursuant to
a
pooling and servicing agreement dated as of February 1, 2007 (the “Pooling
and Servicing Agreement”),
among
FASCO, Ocwen Loan Servicing, LLC as servicer (the “Servicer”), Xxxxxxx Fixed
Income Services Inc. (formerly known as The Murrayhill Company), as credit
risk
manager, the Master Servicer, in its capacity as such and as Trust
Administrator, and the Trustee, in its capacity as such;
WHEREAS,
the Mortgage Loans are currently being serviced by Xxxxx Fargo for GCFP pursuant
to a Servicing Agreement, dated as of March 1, 2006 (the “Servicing
Agreement”),
between GCFP and Xxxxx Fargo, a copy of which is annexed hereto as Exhibit
Three;
WHEREAS,
GCFP desires that Xxxxx Fargo continue to service the Mortgage Loans and Xxxxx
Fargo has agreed to do so, subject to the rights of GCFP and the Trustee to
terminate the rights and obligations of Xxxxx Fargo hereunder as set forth
herein and to the other conditions set forth herein;
WHEREAS,
Section 12.10 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Servicing
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, Xxxxx Fargo has agreed, in Section 9.01 of the Servicing Agreement,
to enter into additional documents, instruments or agreements as may be
reasonably necessary in connection with any “Securitization Transaction” (as
such term is defined in the Servicing Agreement) contemplated by GCFP pursuant
to the Servicing Agreement;
WHEREAS,
Xxxxx Fargo and GCFP agree that this Agreement 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 this 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, the Trust Administrator and the
Trust Fund, and shall have the right to terminate the rights and obligations
of
Xxxxx Fargo under this Agreement upon the occurrence of an Event of Default
(as
defined by this 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 Servicing 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 Section 5.01 of the Servicing
Agreement (as modified by this Agreement), the remittance on March 18, 2007,
to
be made to the Trust Fund is to include all principal collections due after
February 1, 2007 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 5.01 of the
Servicing Agreement.
Servicing
Xxxxx
Fargo 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 Servicing
Agreement, except as otherwise provided herein and on Exhibit One hereto, as
of
the Trust Cut-off Date and that the provisions of the Servicing Agreement,
as so
modified, are and shall be a part of this Agreement to the same extent as if
set
forth herein in full.
Servicing
Fee
The
Servicing Fee for the Mortgage Loans shall be equal to 0.500% per annum (the
“Servicing
Fee Rate”).
Such
fee shall be payable monthly from the interest portion (as adjusted in
accordance with Section 5.01 of the Servicing Agreement) of the related Monthly
Payment collected by the Servicer, or as otherwise provided in Section 4.05
of
the Servicing Agreement.
Master
Servicing; Termination of Servicer
Xxxxx
Fargo, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
enforce Xxxxx Fargo’s obligation to service the Mortgage Loans in accordance
with the provisions of this Agreement. The Master Servicer, acting on behalf
of
the Trustee, the Trust Administrator and the Trust Fund, shall have the same
rights (but not the obligations) as the Owner to enforce the obligations of
Xxxxx Fargo under the Servicing Agreement and unless otherwise specified in
Exhibit A to this Agreement, references to the “initial Owner” or the “Owner” in
the Servicing Agreement shall be deemed to refer to the Trust Fund on whose
behalf the Master Servicer is acting; provided,
however,
that
any obligation of the Owner to pay or reimburse Xxxxx Fargo shall be satisfied
from funds available in the Custodial Account or the Trust Fund. The Master
Servicer shall be entitled to terminate the rights and obligations of Xxxxx
Fargo under this Agreement upon the occurrence of an Event of Default under
Section 10.01 of the Servicing 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
Owner under the Servicing 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.
Warranties
GCFP
and
Xxxxx Fargo mutually warrant and represent that, with respect to the Mortgage
Loans, the Servicing 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 9.01 of the Servicing Agreement, Xxxxx Fargo hereby represents and
warrants, for the benefit of GCFP, FASCO, the Trustee, the Trust Administrator
and the Trust Fund (including the Trustee, the Trust Administrator and the
Master Servicer acting on the Trust Fund’s behalf), that the representations and
warranties set forth in Article III of the Servicing Agreement are true and
correct as of the date hereof as if such representations and warranties were
made on such date.
Xxxxx
Fargo hereby acknowledges and agrees that the remedies available to GCFP, FASCO
and the Trust Fund (including the Trustee, Trust Administrator and the Master
Servicer acting on the Trust Fund’s behalf) in connection with any breach of the
representations and warranties made by Xxxxx Fargo 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 Sections 8.01 and 10.01 of the Servicing Agreement as if they were set forth
herein (including without limitation the indemnity obligations set forth in
Section 8.01). Such enforcement of a right or remedy by the Trustee or the
Trust
Administrator shall have the same force and effect as if the right or remedy
had
been enforced or exercised by GCFP directly.
Assignment
Xxxxx
Fargo hereby acknowledges that the rights of GCFP under the Servicing Agreement
as amended by this Agreement will be assigned to FASCO under a mortgage loan
purchase agreement dated as of February 23, 2007 (the “Mortgage
Loan Purchase Agreement”),
between FASCO and GCFP, and by FASCO to the Trust Fund under the Pooling and
Servicing Agreement and agrees that the Mortgage Loan Purchase Agreement and
the
Pooling and Servicing Agreement will each be a valid assignment and assumption
agreement or other assignment document and will constitute a valid assignment
and assumption of the rights of GCFP under the Servicing Agreement to and by
FASCO and to the Trustee, on behalf of the Trust Fund, as
applicable.
In
addition, the Trust Fund will make a REMIC election. Xxxxx Fargo hereby consents
to such assignment and assumption and acknowledges the Trust Fund’s REMIC
election.
Notices
and Remittances
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, Soundview 2007-1
(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: Soundview 2007-1, 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 00000-0000
Attention:
Trustee Soundview Home Loan Trust 2007-1
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 (Soundview 2007-1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
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
Xxxxx
Fargo and GCFP agree that this Agreement is executed in connection with a
Securitization Transaction and that February 28, 2007 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 Trust Administrator and the Master Servicer
receive the benefit of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. Xxxxx Fargo
shall have the same obligations to the Trustee, the Trust Administrator and
the
Master Servicer as if the Trustee, the Trust Administrator and the Master
Servicer were each a party to this Agreement, and the Trustee, the Trust
Administrator and the Master Servicer 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 Trust Administrator and the Master Servicer hereunder (other than
the right to indemnification) shall terminate upon termination of the Trust
Fund
pursuant to the Pooling and Servicing Agreement.
Executed
as of the day and year first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., | ||
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| By: |
/s/
Xxx Xxxxxxxxxx
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Name:
|
Xxx Xxxxxxxxxx | |
| Title: | Vice President | |
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FINANCIAL
ASSET SECURITIES CORP.,
|
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as
Depositor
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||
| |
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| By: |
/s/
Xxx Xxxxxxxxxx
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Name:
|
Xxx Xxxxxxxxxx | |
| Title: | Vice President | |
|
XXXXX
FARGO BANK, N.A.,
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||
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as
Servicer
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| By: |
/s/
Xxxxxx XxXxxxxx
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Name:
|
Xxxxxx XxXxxxxx | |
| Title: | Vice President | |
|
Acknowledged
By:
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| XXXXX FARGO BANK, N.A., | ||
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as
Master Servicer
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||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Assistant Vice President | |
| DEUTSCHE BANK NATIONAL TRUST COMPANY, | ||
|
not
in its individual capacity, but solely as Trustee
|
||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President | |
EXHIBIT
ONE
Modifications
to the Servicing Agreement with respect to the Mortgage Loans only:
| 1. |
The
definition of “Business Day” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
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 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.
| 2. |
The
definition of “Custodial Agreement” in Section 1.01 is hereby amended in
its entirety to read as follows:
|
Custodial
Agreement:
Any
agreement between a Custodian and the Owner providing for the custody of
Mortgage Loan Documents.
| 3. |
A
new definition of “Determination Date” in Section 1.01 is hereby included
in its entirety to read as follows:
|
Determination
Date:
With
respect to any Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
| 4. |
A
new definition of “Distribution Date” in Section 1.01 is hereby included
in its entirety to read as follows:
|
Distribution
Date:
The
25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in March 2007.
| 5. |
A
new definition of “Due Period” in Section 1.01 is hereby included in its
entirety to read as follows:
|
Due
Period:
With
respect to any Distribution Date, the period commencing on the second day of
the
month preceding the month in which such Distribution Date occurs and ending
on
the first day of the month in which such Distribution Date occurs.
| 6. |
A
new definition of "Eligible Account" in Section 1.01 is hereby included
in
its entirety to read as follows:
|
Eligible
Account:
Any of
|
(i)
|
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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an
account or accounts the deposits in which are fully insured by the
FDIC
(to the limits established by it), the uninsured deposits in which
account
are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to the Rating Agency, the Certificateholders
will have a claim with respect to the funds in the account or a perfected
first priority security interest against the collateral (which shall
be
limited to Permitted Investments) securing those funds that is superior
to
claims of any other depositors or creditors of the depository institution
with which such account is
maintained;
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(iii)
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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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(iv)
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an
account otherwise acceptable to the Rating Agency without reduction
or
withdrawal of its then current ratings of the Certificates (without
regard
to the Certificate Insurance Policy) as evidenced by a letter from
each
Rating Agency to the Trustee and the Trust Administrator.
|
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.
| 7. |
A
new definition of “Monthly Advances” in Section 1.01 is hereby included in
its entirety to read as follows:
|
Monthly
Advance:
The
portion of each Monthly Payment that is delinquent with respect to each Mortgage
Loan at the close of business on the Determination Date required to be advanced
by the Servicer pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.
| 8. |
The
definition of “Mortgage Interest Rate” in Section 1.01 is hereby amended
by adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
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| 9. |
The
definition of “Opinion of Counsel” in Section 1.01 is hereby amended in
its entirety to read as follows:
|
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the Servicer, 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 Servicer, (ii) does not have any material direct or indirect financial
interest in the Servicer or in any affiliate of the Servicer and (iii) is not
connected with the Servicer as an officer, employee, director or person
performing similar functions.
| 10. |
A
new definition of “Permitted Investments” in Section 1.01 is hereby
included in its entirety 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:
|
(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)
|
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) in the highest applicable rating category
by
S&P and Xxxxx’x;
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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)
|
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;
|
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.
| 11. |
A
new definition of “Prepayment Interest Shortfall” in Section 1.01 is
hereby added in its entirety to read as
follows:
|
Prepayment
Interest Shortfall:
On any
Remittance Date, the sum of the differences between (a) interest actually
received in a Due Period as a result of a full principal prepayment or partial
principal prepayment or other unscheduled receipt of principal (including as
a
result of a liquidation) on each Mortgage Loan as to which such a payment is
received and (b) the scheduled interest portion of the Monthly Payment of such
Mortgage Loan, adjusted to the applicable Mortgage Loan Remittance
Rate.
| 12. |
A
new definition of “Prepayment Period” in Section 1.01 is hereby added in
its entirety to read as follows:
|
Prepayment
Period:
With
respect to any Distribution Date and each Mortgage Loan serviced by Xxxxx Fargo,
(i) for any prepayments in full, liquidations and other unscheduled collections
on the Mortgage Loans serviced by Xxxxx Fargo, the period commencing on the
14th
day of the calendar month preceding the calendar month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on February 1, 2007) and ending on the 13th day of the calendar
month
in which such Distribution Date occurs and (ii) for any prepayments in part,
the
calendar month immediately preceding the month in which such Distribution Date
occurs.
| 13. |
A
new definition of “Rating Agency” in Section 1.01 is hereby added in its
entirety to read as follows:
|
Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
a mortgage securitization as a result of a Pass-Through Transfer.
| 14. |
A
new definition of “Relief Act Reduction” is hereby added to Section 1.01
immediately following the definition of “Reconstitution Date” to read as
follows:
|
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, as amended, or any similar state law, any
amount by which interest collectible on such Mortgage Loan for the Due Date
in
the related Due Period is less than the interest accrued thereon for the
applicable one-month period at the Mortgage Interest Rate without giving effect
to such reduction.
| 15. |
The
definition of “Remittance Date” in Section 1.01 is hereby amended in its
entirety to read as follows:
|
Remittance
Date:
The
third Business Day immediately preceding such Distribution Date.
| 16. |
The
definition of “Sarbanes Certifying Parties” in Section 1.01 is hereby
amended to read as follows:
|
Sarbanes
Certifying Parties:
The
Master Servicer.
| 17. |
The
definition of “Servicing Advances” in Section 1.01 is hereby amended by
adding the phrase “other than Monthly Advances” after the word “expenses”
in the first sentence.
|
| 18. |
Section
4.02 (Liquidation of Mortgage Loans”) is hereby amended as
follows:
|
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(i)
|
by
adding the following sentence, “In the event the Owner objects to such
foreclosure action, the Servicer shall not be required to make Monthly
Advances with respect to such Mortgage Loan, pursuant to Section
5.03, and
the Sevicer's obligation to make such Monthly Advances shall terminate
on
the 90th day referred to above” before the sentence beginning with “In
such connection” in the 12th
line of the first paragraph.
|
| 19. |
Section
4.01 (Servicer to Act as Servicer) is hereby amended as
follows:
|
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(i)
|
by
adding the following sentence at the end of the second paragraph
to read
as follows:
|
Promptly
after the execution of any modification of any Mortgage Loan, the Servicer
shall
deliver to the Master Servicer the originals of any documents evidencing such
modification.
|
(ii)
|
by
adding the following proviso in the second paragraph before the sentence
beginning "In the event that no default
exists…"
|
“provided,
however, the Servicer shall not modify any Mortgage Loan in a manner that would
capitalize the amount of any unpaid Monthly Payments or tax or insurance
payments advanced by the Servicer on the Mortgagor’s behalf unless the related
Mortgagor shall have remitted an amount equal to a full Monthly Payment (or,
in
the case of any Mortgage Loan subject to a forbearance plan or bankruptcy plan,
a full modified monthly payment under such plan) in each of the three calendar
months immediately preceding the month of such modification.”
| 20. |
Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
|
|
(i)
|
by
inserting the words “in trust for the Trustee of Soundview Home Loan Trust
2007-1” in the third line of the first paragraph before the words, “in the
form of time deposit;”
|
|
(ii)
|
by
adding the words “and must be an Eligible Account” at the end of the
second sentence of the first
paragraph;
|
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(iii)
|
by
removing the word “and” from the end of clause
(viii);
|
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(iv)
|
by
adding the word “and” at the end of clause
(ix);
|
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(v)
|
by
adding clause (x) in its entirety to read “with respect to each full
principal prepayment or partial principal prepayment, any Prepayment
Interest Shortfall, to the extent of the Servicer’s aggregate Servicing
Fee received with respect to the related Due
Period.
|
|
(vi)
|
by
adding a new paragraph at the end of the section to read as
follows:
|
Funds
in
the Custodial Account shall, if invested, be invested in Permitted Investments;
provided,
however,
that
the Servicer shall be under no obligation or duty to invest (or otherwise pay
interest on) amount held in the Custodial Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal no later than one (1)
Business Day prior to the next succeeding Remittance (except that if such
Permitted Investment is an obligation of the Servicer, then such Permitted
Investment shall mature not later than such applicable Remittance Date). Any
and
all investment earnings from an such Permitted Investment shall be for the
benefit of the Servicer and shall be subject to its withdrawal or order from
time to time, and shall not be part of the Trust Fund. The risk of loss of
moneys required to be remitted to the Master Servicer resulting from such
investments shall be borne by and be the risk of the Servicer. The Servicer
shall deposit the amount of any such loss in the Custodial Account immediately
as realized, but in no event later than the related Remittance
Date.
| 21. |
Section
4.05 (Permitted Withdrawals from Custodial Account) is hereby amended
as
follows:
|
|
(i)
|
by
adding the following clause as (xi), “to reimburse itself for Monthly
Advances of the Servicer's funds made pursuant to Section 5.03, the
Servicer's right to reimburse itself pursuant to this clause (xi)
being
limited to amounts received on the related Mortgage Loan which represent
late Monthly Payments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds and such other amounts as may be collected by
the
Servicer respecting which any such advance was made, it being understood
that, in the case of any such reimbursement, the Servicer's right
thereto
shall be prior to the rights of the Owner, and all other amounts
required
to be paid to the Owner with respect to such Mortgage
Loan”;
|
|
(ii)
|
by
adding the following clause as (iv), “to reimburse itself for Monthly
Advances and Servicing Advances capitalized as part of a modification
of a
Mortgage Loan in accordance to Section
4.01”
|
| 22. |
Section
4.06 (Establishment of and Deposit to Escrow Account) is hereby amended
as
follows:
|
|
(i)
|
by
adding the words “in trust for the Trustee of Soundview Home Loan Trust
2007-1” in the third line of the first paragraph before the words, “in the
form of time deposit.”
|
|
(ii)
|
by
inserting the
words “and must be an Eligible Account” in the third line of the first
paragraph before the words, “in the form of time
deposit.”
|
| 23. |
Section
4.23 (Fair Credit Reporting Act) is hereby amended in its entirety
to read
as follows:
|
For
each
Mortgage Loan, the Servicer has and shall continue to accurately and fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to each of the following credit repositories:
Equifax Credit Information Services, Inc., Trans Union, LLC and Experian
Information Solution, Inc., or any respective successors, on a monthly basis.
| 24. |
The
last paragraph of Section 4.24 (Use of Subservicers and Subcontractors)
is
hereby amended by deleting the last sentence of such paragraph and
replacing it with the following:
|
The
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Owner and any Depositor any assessment of compliance and
attestation and other certifications required to be delivered by such
Subcontractor under Section 6.06, in each case as and when required to be
delivered.”
| 25. |
Section
5.02 (Statements to the Owner) is hereby amended in its entirety
to read
as follows:
|
Not
later
than the tenth calendar day of each month, the Servicer shall furnish to the
Master Servicer, (i) a monthly remittance advice in electronic format relating
to the period ending on the last day of the preceding calendar month in the
form
of Exhibit
Four
attached
hereto, or in such other form mutually agreed to in writing between the Seller
and the Master Servicer. In addition, no later than 3 Business Days after the
13th day of each calendar month, the Servicer shall furnish to the Master
Servicer a monthly report containing such information regarding prepayments
in
full on Mortgage Loans during the applicable Prepayment Period in a format
as
mutually agreed to between the Servicer and the Master Servicer.
| 26. |
A
new Section 5.03 is added in its entirety to read as
follows:
|
“Section
5.03 Monthly
Advances by the Servicer.
Not
later
than the close of business on the Business Day preceding each Remittance Date,
the Servicer shall deposit in the Custodial Account an amount equal to all
payments not previously advanced by the Servicer, whether or not deferred
pursuant to Section 4.01, of Monthly Payments, adjusted to the related Mortgage
Loan Remittance Rate, which are delinquent at the close of business on the
related Determination Date. The
Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the final disposition or liquidation of the Mortgaged Property,
unless the Servicer deems such advance to be nonrecoverable from Liquidation
Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to the
applicable Mortgage Loan. In
such
latter event, the Servicer shall deliver to the Owner an Officer’s Certificate
of the Servicer to the effect that an officer of the Servicer has reviewed
the
related Servicing File and has obtained a recent appraisal and has made the
reasonable determination that any additional advances are nonrecoverable from
Liquidation or Insurance Proceeds with respect to the applicable Mortgage
Loan.”
| 27. |
Section
6.02 (Satisfaction of Mortgages and Release of Mortgage Files) is
hereby
amended as follows:
|
|
(i)
|
by
adding the parenthetical (other than as a result of a modification
of the
Mortgage Loan or a liquidation of the Mortgaged Property pursuant
to the
terms of this Agreement) in the second paragraph after the words,
“secured
by the Mortgage”
|
| 28. |
Section
6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
|
| (i) |
by
replacing the language in the first sentence, “On or before March 1 of
each
calendar year, commencing in 2007, the Servicer shall deliver to
the Owner
or any Master Servicer or Depositor” with “On or before March 1 of each
calendar year, commencing in 2007, the Servicer shall deliver to
the
Master Servicer”.
|
| 29. |
Section
6.05 (Annual Independent Public Accountants’ Servicing Report) is hereby
deleted in its entirety and replaced with
“[Reserved].”
|
| 30. |
Section
6.06 (Report on Assessment of Compliance and Attestation) is hereby
amended as follows:
|
| (i) |
by
replacing the clause, “deliver to the Owner, any Master Servicer or any
Depositor” with “deliver to the Master Servicer” in clause
(i);
|
| (ii) |
by
replacing the clause, “deliver to the Owner, any Master Servicer or any
Depositor” with “deliver to the Master Servicer” in clause
(ii);
|
| (iii) |
by
replacing the clause in the third line, “deliver to the Owner, any Master
Servicer and any Depositor” with “deliver to the Master Servicer” in
clause (iii);
|
| (iv) |
by
replacing the clause in the second line, “deliver to the Owner, any Master
Servicer and any Depositor” with “deliver to the Master Servicer” in
clause (iv)
|
| 31. |
Subsection
6.07(i) is hereby amended by adding the following parenthetical “(and if
the Servicer is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor servicer reasonably acceptable to
any
Master Servicer for such Securitization Transaction)” before the words “;
provided”
at
the end of clause (i).
|
| 32. |
Section
8.01 (Indemnification; Third Party Claims) is hereby amended by replacing
the words “the Owner” with “the Trust Fund, the Trustee, the Master
Servicer, the Depositor and each successor in interest, and each
of their
respective agents”.
|
| 33. |
Section
8.04 (Limitation on Resignation and Assignment by Servicer) is hereby
amended as follows:
|
| (i) |
by
replacing the reference to “the Owner” in the first sentence of the second
paragraph with “the Depositor, the Trustee, the Master Servicer and each
Rating Agency;”
|
| (ii) |
by
replacing the first reference to “the Owner” in the second sentence of the
second paragraph with “the Depositor, the Trustee, the Master Servicer and
each Rating Agency;” and
|
| (iii) |
by
replacing the second reference to “the Owner” in the second sentence of
the second paragraph with “the Depositor, the Trustee, the Master Servicer
and each Rating Agency.”
|
| 34. |
Subsection
9.01(i) is hereby amended in its entirety to read as
follows:
|
| (i) |
The
Servicer shall provide to the Owner and any Master Servicer, such
additional information as such party may reasonably request, including
evidence of the authorization of the person signing any certification
or
statements, copies or other evidence of any fidelity bond insurance
and
errors and omissions insurance, financial information and reports,
and
such other information related to the Servicer or any Subservicer
or the
Servicer or such Subservicer’s performance
hereunder.
|
| 35. |
Section
10.01 (Events of Default) is hereby amended as
follows:
|
| (ii) |
by
replacing the reference to “the Owner” in the first sentence with “the
Master Servicer” in clause (i);
|
| (iii) |
by
adding the words “subject to clause (ix) of this Section 10.01, any” at
the beginning of clause (ii);
|
| (iv) |
by
replacing the reference to “the Owner” in the second sentence of the
penultimate paragraph with the “Master Servicer;”
|
| (v) |
by
replacing the reference to “the Owner” in the last sentence of the
penultimate paragraph with “the Master
Servicer.”
|
| 36. |
Section
10.02 (Waiver of Defaults) is hereby amended by replacing the reference
to
“Owner” with “Master Servicer.”
|
| 37. |
Section
12.01 is hereby amended by replacing references to “the Owner” with “the
Master Servicer”.
|
| 38. |
Section
12.02 (Amendment) is hereby amended in its entirety to read as
follows:
|
This
Agreement may be amended only by written agreement signed by the Servicer,
GCFP,
the Depositor, the Trustee and the Master Servicer. The party requesting such
amendment shall, at its own expense, provide the Master Servicer (with a copy
to
the non-requesting parties) with an Opinion of Counsel that (i) such amendment
is permitted under the terms of this Agreement, (ii) the Servicer has complied
with all applicable requirements of this Agreement, and (iii) such Amendment
will not materially adversely affect the interest of the Certificateholders
in
the Mortgage Loans.
| 39. |
Exhibit
I
(Sarbanes Certification) shall be deleted in its entirety and replaced
with the following new Exhibit
I:
|
EXHIBIT
I
FORM
OF
ANNUAL CERTIFICATION
| Re: |
The
Servicing Agreement dated as of February 1, 2007 (the “Agreement”), by and
among Greenwich Capital Financial Products, Inc., Financial Asset
Securities Corp. and Xxxxx Fargo Bank, N.A., Inc., as servicer (the
“Servicer”) and acknowledged by Xxxxx Fargo Bank, N.A. (the “Master
Servicer”) and by Deutsche Bank National Trust Company, as Trustee (the
“Trustee”).
|
I,
[identify the certifying individual], the [title] of the Servicer, certify
to
the Master Servicer and Financial Asset Securities Corp. (the “Depositor”), and
their officers, with the knowledge and intent that they will rely upon this
certification, that:
(1) I
have
reviewed the servicer compliance statement of the Servicer provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Servicer’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Servicer
during 200[ ] that were delivered by the Servicer to any of the Depositor and
the Master Servicer pursuant to the Agreement (collectively, the “Servicer
Servicing Information”);
(2) Based
on
my knowledge, the Servicer Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Servicer Servicing Information;
(3) Based
on
my knowledge, all of the Servicer Servicing Information required to be provided
by the Servicer under the Agreement has been provided to the Depositor and
the
Master Servicer;
(4) I
am
responsible for reviewing the activities performed by the Servicer as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Servicer has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Servicer and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the Depositor and the Master Servicer. Any
material instances of noncompliance described in such reports have been
disclosed to the Depositor and the Master Servicer. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such
reports.
|
Date:
|
||
| |
|
|
| By: | ||
|
Name:
|
||
| Title: | ||
EXHIBIT
TWO
List
of Mortgage Loans
On
File
with Thacher,
Xxxxxxxx & Xxxx LLP
EXHIBIT
THREE
Servicing
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
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
Standard
File Layout - Delinquency Reporting
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
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
FORM
OF REALIZED LOSS REPORT
Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
The
numbers on the 332 form correspond with the numbers listed below.
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. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period of coverage, base tax, interest, penalty. Advances prior to
default require evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history (to calculate advances from last
positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Servicing Officer certification
*
Unusual
or extraordinary items may require further documentation.
13.
The
total
of lines 1 through 12.
Credits:
14-21. Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds
Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
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 ( ).
Calculation
of Realized Loss/Gain Form 332
| Prepared by: __________________ |
Date:
_______________
|
| Phone: ______________________ | Email Address:_____________________ |
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: ________________________________________________________
|
Liquidation
Type:
|
REO
Sale
|
|
3rd
Party Sale
|
|
Short
Sale
|
|
Charge
Off
|
|
Was
this loan granted a Bankruptcy deficiency or
cramdown
|
|
Yes
|
|
No
|
|||
|
If
“Yes”, provide deficiency or cramdown amount
_______________________________
|
|||||||
| Liquidation and Acquisition Expenses: | |||
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
|
Cash
for Xxxx
|
|||
|
XXX/Condo
Fees_______________________
|
________________
|
(12)
|
|
|
______________________________________
|
________________
|
(12)
|
|
|
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 / Gov’t Insurance
|
________________
|
(18a)
|
|
HUD
Part A
|
________________
|
(18b)
|
|
|
HUD
Part B
|
|||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
|
_________________________________________
|
________________
|
(21)
|
|
|
Total
Credits
|
$________________
|
(22)
|
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
|
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
|
Standard
File Codes - Delinquency Reporting Continued
e
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
|
Standard File Codes - Delinquency Reporting Continued
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
|
