RECONSTITUTED SERVICING AGREEMENT
EXECUTION
This
Reconstituted Servicing Agreement (this “Agreement”)
dated
as of January 1, 2006, is by and among GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC. (“GCFP”),
COUNTRYWIDE HOME LOANS, INC. (“CHL”)
and
COUNTRYWIDE HOME LOANS SERVICING LP, as servicer (the “Servicer”
or
“Countrywide
Servicing”)
and is
acknowledged by U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
RECITALS
WHEREAS,
GCFP has conveyed certain mortgage loans listed on Exhibit Two hereto (the
“Serviced
Loans”)
to
Greenwich Capital Acceptance, Inc. (“GCA”
or
the
“Depositor”),
which
in turn has conveyed the Serviced Loans to the Trustee pursuant to a pooling
agreement dated as of January 1, 2006 (the “Pooling
Agreement”),
among
GCFP, GCA and the Trustee;
WHEREAS,
the Serviced Loans were serviced by CHL for GCFP pursuant to a Master Mortgage
Loan Purchase and Servicing Agreement, dated as of April 1, 2003 (the
“MMLPSA”),
as
amended by that certain Amendment Number One, dated as of November 1, 2004
(the
“Amendment
Number One”)
and as
further amended on December 1, 2005 by that certain Amendment Reg AB to the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
1,
2005 (the “Amendment
Reg AB,”
and
together with the MMLPSA and Amendment Number One, the “Servicing
Agreement”),
between GCFP and CHL, a copy of which is annexed hereto as Exhibit
Three;
WHEREAS,
CHL has assigned its servicing rights under the Servicing Agreement with respect
to the Serviced Loans to Countrywide Servicing;
WHEREAS,
GCFP desires that Countrywide Servicing continue to service the Serviced Loans
and Countrywide Servicing has agreed to do so, subject to the rights of GCFP
and
the Trustee to terminate the rights and obligations of Countrywide Servicing
hereunder as set forth herein and to the other conditions set forth
herein;
WHEREAS,
Section 24 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Servicing
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, CHL has agreed, in Section 12 and Section 29 of the Servicing
Agreement, to enter into additional documents, instruments or agreements as
may
be reasonably necessary in connection with any “Pass-Through Transfer” (as such
term is defined in the Servicing Agreement) contemplated by GCFP pursuant to
the
Servicing Agreement;
WHEREAS,
CHL, Countrywide Servicing and GCFP agree that this Agreement shall constitute
a
“Reconstitution Agreement” (as such term is defined in the Servicing Agreement)
in connection with a Pass-Through Transfer that shall govern the Serviced Loans
for so long as such Serviced Loans remain subject to the provisions of the
Pooling Agreement;
WHEREAS,
the Trustee and any successor Trustee, shall have the right to terminate the
rights and obligations of Countrywide Servicing upon the occurrence and
continuance of an Event of Default under this Agreement;
NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
hereto agree as follows:
Definitions
Capitalized
terms used and not defined in this Agreement (including Exhibit One hereto)
or
in the Servicing Agreement shall have the meanings ascribed to them in the
Pooling Agreement.
Servicing
Countrywide
Servicing agrees, with respect to the servicing of the Serviced Loans, to
perform and observe the duties, responsibilities and obligations that are to
be
performed and observed by the Seller (as such term is defined in the Servicing
Agreement) under the provisions of the Servicing Agreement, except as otherwise
provided herein and on Exhibit One hereto, and that the provisions of the
Servicing Agreement, as so modified, are and shall be a part of this Agreement
to the same extent as if set forth herein in full.
Trust
Cut-off Date
The
parties hereto acknowledge that by operation of Section 11.17 of the Servicing
Addendum to the Servicing Agreement (as modified by this Agreement) the
remittance on February 17, 2006 to be made to the Trust Fund is to include
all
principal collections due after January 1, 2006 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 11.17 of the
Servicing Addendum to the Servicing Agreement.
Servicing
Fee
The
Servicing Fee rate for the Serviced Loans shall be equal to 0.375% per annum
(the “Servicing
Fee Rate”).
The
Servicing
Fee shall be payable monthly from the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to the
extent permitted by Section 11.05 of the Servicing Addendum to the Servicing
Agreement) of the related Monthly Payment collected by the Servicer (or as
otherwise provided under Section 11.05 of the Servicing Addendum to the
Servicing Agreement).
Recognition
of the Trustee
1. From
and
after the date hereof Countrywide Servicing and CHL shall recognize the
HarborView 2006-1 Trust Fund (the “Trust
Fund”)
as the
owner of the Serviced
Loans,
and
Countrywide Servicing will service the Serviced
Loans
for the
Trust Fund as if the Trust Fund and Countrywide Servicing had entered into
a
separate servicing agreement for the servicing of the Serviced
Loans
in the
form of the Servicing Agreement. Pursuant to the Pooling Agreement, the Trustee
shall have the same rights (but not the obligations, except to the extent
expressly set forth in the Pooling Agreement) as GCFP under the Servicing
Agreement to enforce the obligations of Countrywide Servicing and CHL,
including, without limitation, the enforcement of (i) the document delivery
requirements set forth in Section 6.03 of the Servicing Agreement and (ii)
remedies with respect to representations and warranties made by CHL in the
Servicing Agreement, and shall be entitled to enforce all of the obligations
of
Countrywide Servicing and CHL thereunder insofar as they relate to the Mortgage
Loans. CHL and Countrywide Servicing shall look solely to the Trust Fund for
performance of any obligations of GCFP insofar as they relate to the enforcement
of the representations, warranties and covenants with respect to the Mortgage
Loans. All references to the Purchaser under the Servicing Agreement insofar
as
they relate to the Mortgage Loans, shall be deemed to refer to the Trust Fund.
Neither CHL nor GCFP shall amend or agree to amend, modify, waive, or otherwise
alter any of the terms or provisions of the Servicing Agreement which amendment,
modification, waiver or other alteration would in any way (i) affect the
Serviced Loans or CHL’s performance under the Servicing Agreement with respect
to the Serviced Loans without the prior written consent of the Trustee or (ii)
materially and adversely affect the interests of the Certificateholders or
Financial Security Assurance Inc. (the “Certificate Insurer”) in the Mortgage
Loans.
2
2. The
Trustee shall be entitled to terminate the rights and obligations of Countrywide
Servicing under this Agreement, as provided in Section 14 (Default) of the
Servicing Agreement. Notwithstanding anything herein to the contrary, in no
event shall the Trustee be required to assume any of the obligations of GCFP
under the Servicing Agreement; and in entering into this Agreement, in
connection with the performance by the Trustee of any duties it may have
hereunder, and in the exercise by the Trustee of its rights the parties and
other signatories hereto agree that the Trustee shall be entitled to all of
the
rights, protections and limitations of liability, immunities and indemnities
afforded to the Trustee under the Pooling Agreement. Without limitation of
the
foregoing, any provision of the Servicing Agreement requiring the Purchaser
to
reimburse the Seller for any costs or expenses shall be satisfied by the
Seller’s reimbursement of such costs or expenses from the Custodial Account.
Warranties
GCFP,
CHL
and Countrywide Servicing mutually warrant and represent that, with respect
to
the Serviced Loans, the Servicing Agreement is in full force and effect as
of
the date hereof and has not been amended or modified in any way with respect
to
the Serviced Loans and no notice of termination has been given
thereunder.
Representations
Pursuant
to Section 12 of the Servicing Agreement, CHL hereby represents and warrants,
for the benefit of GCFP, GCA, the Trustee and the Trust Fund, that (i) the
representations and warranties set forth in Section 7.01 of the Servicing
Agreement are true and correct as of February 7, 2006 (the “Reconstitution
Date”),
as if
such representations and warranties were made on such date and (ii) the
representations and warranties set forth in Section 7.02 of the Servicing
Agreement are true and correct as of the Closing Date (as defined in the
Servicing Agreement). In addition, Countrywide Servicing shall make the
representations and warranties listed on Exhibit Four hereto as of the
Reconstitution Date.
3
CHL
and
Countrywide Servicing hereby acknowledge and agree that the remedies available
to the GCFP, GCA and the Trust Fund (including the Trustee acting on the Trust
Fund’s behalf) in connection with any breach of the representations and
warranties made by CHL or Countrywide Servicing set forth above that materially
and adversely affects the value of that Mortgage Loan and the interests of
the
Certificateholders in such Mortgage Loan shall be as set forth in Subsection
7.03 of the Servicing Agreement as if they were set forth herein (including
without limitation the repurchase and indemnity obligations set forth therein).
Such enforcement of a right or remedy by the Trustee shall have the same force
and effect as if the right or remedy had been enforced or exercised by GCFP
directly.
Assignment
CHL
and
Countrywide Servicing hereby acknowledge that the rights of GCFP under the
Servicing Agreement as amended by this Agreement will be assigned to GCA under
a
Mortgage Loan Servicing Agreement and by GCA to the Trust Fund under the Pooling
Agreement and agree that the Mortgage Loan Servicing Agreement and the Pooling
Agreement will each be a valid assignment and assumption agreement or other
assignment document and will constitute a valid assignment and assumption of
the
rights of GCFP under the Servicing Agreement to GCA and the Trustee, on behalf
of the Trust Fund, as applicable. In addition, the Trust Fund has, or intends
to, make a REMIC election. CHL and Countrywide Servicing hereby consent to
such
assignment and assumption and acknowledge the Trust Fund’s REMIC election.
Notices
1. All
notices, consents, certificates or reports (collectively, “Written
Information”)
required to be delivered to the Trustee under the Servicing Agreement and under
this Agreement shall be delivered to the Trustee at the following
address:
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
HarborView 2006-1
Telephone:
(000)
000-0000
Facsimile:
(000)
000-0000
2. All
Written Information required to be delivered to GCFP under the Servicing
Agreement and under this Agreement shall be delivered to GCFP at the following
address:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (HarborView 2006-1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4
3. All
Written Information required to be delivered to the Depositor under the
Servicing Agreement and under this Agreement shall be delivered to the Depositor
at the following address:
Greenwich
Capital Acceptance, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (HarborView 2006-1)
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
CHL,
Countrywide Servicing and GCFP agree that this Agreement is a Reconstitution
Agreement executed in connection with a Pass-Through Transfer and that the
February 7, 2006 is the Reconstitution Date.
Limited
Role of the Trustee
The
Trustee shall have no obligations or duties under this Agreement except as
expressly set forth herein. No implied duties on the part of the Trustee shall
be read into this Agreement. Nothing herein shall be construed to be an
assumption by the Trustee of any duties or obligations of any party to this
Agreement or the Servicing Agreement, the duties of the Trustee being solely
those set forth in the Pooling Agreement. The Trustee is entering into this
Agreement solely in its capacity as Trustee under the Pooling Agreement and
not
individually, and there shall be no recourse against the Trustee in its
individual capacity hereunder or for the payment of any obligations of the
Trust
or the Trust Fund.
5
Executed
as of the day and year first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxxxx | |
|
Name: Xxxxxx Xxxxxxxxxxx |
||
| Title: Senior Vice President | ||
| COUNTRYWIDE HOME LOANS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxx | |
|
Name: Xxxxxx Xxxxxxxxx |
||
| Title: First Vice President | ||
| COUNTRYWIDE HOME LOANS SERVICING LP | ||
| Countrywide GP, Inc., its General Partner | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxx | |
|
Name: Xxxxxx Xxxxxxxxx |
||
| Title: First Vice President | ||
Acknowledged
By:
U.S.
BANK NATIONAL ASSOCIATION
not
in
its individual capacity, but solely as Trustee
under
the
Pooling Agreement
|
By:
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx |
|||
|
Title:
Vice President
|
EXHIBIT
ONE
Modifications
to the Servicing Agreement
| 1. |
The
definition of “Business Day” in Section 1 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 California, Massachusetts, Minnesota, New York or Texas are
authorized or obligated by law or executive order to be closed.
| 2. |
The
definition of “Eligible Account” in Section 1 is hereby amended in its
entirety to be as defined in the Pooling
Agreement.
|
| 3. |
The
definition of “Mortgage Interest Rate” in Section 1 is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
|
| 4. |
The
definition of “Opinion of Counsel” in Section 1 is hereby amended in its
entirety to read as follows:
|
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of Countrywide, that is
reasonably acceptable to the Trustee 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 Trustee and GCFP who (i) is in fact independent of Countrywide, (ii)
does
not have any material direct or indirect financial interest in Countrywide
or in
any affiliate of any such entity and (iii) is not connected with Countrywide
as
an officer, employee, director or person performing similar
functions.
| 5. |
A
new definition of “Permitted Investments” is hereby added to Section 1
immediately following the definition of “Periodic Rate Cap” to read as
follows:
|
Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase price
of not greater than par, regardless of whether issued or managed by the
Depositor, the Trustee or any of their respective Affiliates or for which an
Affiliate of the Trustee serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
such
depository institution or trust company or its ultimate parent has a
short-term
uninsured debt rating in one of the two highest available rating categories
of
the Rating Agency and
(B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
(iii) repurchase
obligations with respect to any security described in clause (i) above and
entered into with a depository institution or trust company (acting as
principal) rated A or higher by the Rating Agency;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the District of
Columbia or any State thereof and that are rated by the Rating Agency in its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by the Rating Agency in its highest
short-term unsecured debt rating available at the time of such
investment;
(vi) units
of
money market funds (which may be 12b-1 funds, as contemplated by the Commission
under the Investment Company Act of 1940) registered under the Investment
Company Act of 1940 including funds managed or advised by the Trustee or an
affiliate thereof having the highest applicable rating from the Rating Agency;
and
(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.
| 6. |
A
new definition of “Prepayment Charge” is hereby added to Section 1
immediately following the definition of “Person” to read as
follows:
|
Prepayment
Charge:
With
respect to any Mortgage Loan specified on Exhibit Six hereto and any Remittance
Date, the charges or premiums, if any, due in connection with a full or partial
prepayment of such Mortgage Loan during the immediately preceding Due Period
in
accordance with the terms thereof.
| 7. |
A
new definition of “Rating Agency” is hereby added to Section 1 immediately
following the definition of “Qualified Substitute Mortgage Loan” to read
as follows:
|
Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
a mortgage securitization as a result of a Pass-Through Transfer.
| 8. |
A
new definition of “Relief Act Reduction” is hereby added to Section 1
immediately following the definition of “Refinanced Mortgage Loan” to read
as follows:
|
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, or any similar state law, any amount by which
interest collectible on such Mortgage Loan for the Due Date in the related
Due
Period is less than the interest accrued thereon for the applicable one-month
period at the Mortgage Interest Rate without giving effect to such
reduction.
| 9. |
A
new definition of “REMIC Provisions” is hereby added to Section 1
immediately following the definition of “REMIC” to read as
follows:
|
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits which appear at Section 860A through 860G of Subchapter
M of
Chapter 1 of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to
time.
| 10. |
The
definition of “Remittance Date” is amended and restated to read as
follows:
|
Remittance
Date:
The
18th
calendar
day of any month or, if such 18th
day is
not a Business Day, the Business Day immediately preceding such 18th
day.
| 11. |
A
new definition of “Sarbanes Certifying Party” is added to Section 1
immediately before the definition of “Seller” to read as
follows:
|
Sarbanes
Certifying Party:
A
Person who provides a certification required under the Xxxxxxxx-Xxxxx Act of
2002 on behalf of the Trust Fund.
| 12. |
Subsection
7.02 (Representations and Warranties for Individual Mortgage Loans)
is
hereby amended by deleting the “and” at the end of clause (lii), by
deleting the period at the end of clause (liii) and adding a “; and” and
by adding the following clause
(liv):
|
(liv) The
information regarding each Prepayment Charge relating to any Mortgage Loan
listed on Exhibit Six hereto is complete and accurate in all material respects
at the dates as of which the information is furnished and each Prepayment Charge
is permissible and enforceable in accordance with its terms under applicable
state and federal law, except as the enforceability thereof is limited due
to
acceleration in connection with a foreclosure or other involuntary
payment.
| 13. |
Subsection
7.03 (Remedies for Breach of Representations and Warranties) is hereby
amended as follows:
|
| (i) |
by
adding the words “(from its own funds)” to the first sentence of the fifth
paragraph after the word
“indemnify;”
|
| (ii) |
by
replacing the words “the Purchaser and hold it” at the beginning of the
second line of the fifth paragraph with “GCFP, the Depositor, the Trustee
and the Trust Fund and hold each of
them;”
|
| (iii) |
by
replacing each of the references to “the Purchaser” in the last sentence
of the fifth paragraph with “GCFP, the Depositor, the Trustee and the
Trust Fund;”
|
| (iv) |
by
replacing each of the references to “the Purchaser” in the sixth paragraph
of Section 7.03 with “GCFP, the Depositor or the Trustee”;
and
|
| (v) |
by
adding the following full paragraph to the end of Section 7.03:
|
Upon
discovery of a breach of representation 7.02(liv) that materially and adversely
affects the right of Purchaser to any Prepayment Charge, the party discovering
the breach shall give prompt written notice to the other parties. Within 60
days
of the earlier of discovery by the Servicer or receipt of notice by the Servicer
of breach, the Servicer shall cure the breach in all material respects or shall
pay into the Custodial Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Servicer into the
Custodial Account.
| 14. |
Subsection
7.04 (Reserved) is hereby titled “Credit Reporting” and amended as
follows: The Servicer will fully furnish in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information
Company, on a monthly basis.
|
| 15. |
Subsection
13.01 (Additional Indemnification by the Seller; Third Party Claims)
is
hereby amended:
|
| (i) |
by
replacing each of the two references to “the Purchaser” in the first
sentence with “the Trust Fund, the Trustee and the Depositor;”
|
| (ii) |
by
replacing the first and third reference to “the Purchaser” in the second
sentence with “the Trust Fund;”
|
| (iii) |
by
replacing the second reference to “the Purchaser” in the second sentence
with “the Trustee;”
|
| (iv) |
by
replacing each reference to “the Purchaser” in the fourth sentence with
“the Trust Fund, the Trustee and the Depositor;” and
|
| (v) |
by
replacing the reference to “the Purchaser” in the last sentence with “the
Trust Fund.”
|
| 16. |
Subsection
13.04 (Seller Not to Resign) is hereby amended as
follows:
|
| (i) |
by
replacing the reference to “the Purchaser” in the second line with “the
Trustee;”
|
| (ii) |
by
replacing the first reference to “the Purchaser” in the second sentence
with “the Trustee;” and
|
| (iii) |
by
replacing the second reference to “the Purchaser” in the second sentence
with “the Trustee.”
|
| 17. |
Subsection
13.05 (No Transfer of Servicing) is hereby amended by replacing the
words
“prior written approval of the Purchaser” with “the prior written consent
of the Trustee, which consent shall not be unreasonably withheld” in the
second sentence of the paragraph.
|
| 18. |
Subsection
14.01 (Events of Default) is hereby amended as
follows:
|
| (i) |
by
replacing each reference to “the Purchaser” with “the Trustee;”
|
| (ii) |
by
amending and restating clause (i) of Section 14.01 to read as
follows:
|
(i)
any
failure of the Servicer to remit to the Trustee any payment required to be
made
under the terms of this Agreement which continues unremedied for a period of
one
(1) Business Day after the date upon which such payment was required to be
made;
or
| (iii) |
by
adding the words “subject to clause (ix) of this Subsection 14.01,” at the
beginning of clause (ii); and
|
| (iv) |
by
replacing in clause (ix) the words “Sections 11.25 and 11.26 of the
Servicing Addendum, which failure continues unremedied for a period
of
thirty (30) days” with the words “any failure by the Seller to duly
perform, within the required time period, its obligations to provide
any
certifications under Sections 2(d) and (e) of Amendment Reg AB, which
failure continues unremedied for a period of ten (10)
days.”
|
| 19. |
Subsection
14.02 (Waiver of Defaults) is hereby amended by replacing the reference
to
“The Purchaser” with “The Trustee.”
|
| 20. |
Section
15.01 (Termination) is hereby deleted in its entirety and replaced
by the
following:
|
Section
15.01 Termination
The
respective obligations and responsibilities of the Servicer shall terminate
upon
the: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of all REO
Property and the remittance of all funds due hereunder; or (ii) in accordance
with Section 13.05.
| 21. |
Section
16 (Successor to the Seller) is hereby amended as
follows:
|
| (i) |
by
replacing the words “Prior to” with “Upon” at the beginning of the first
sentence of the first paragraph;
|
| (ii) |
by
replacing the reference to “Section 15.01(ii) or 15.02” with “Subsection
14.01 or Section 15” in the second line of the first
paragraph;
|
| (iii) |
by
adding the words “, in accordance with the Pooling Agreement,” after the
word “shall” in the second line of the first
paragraph;
|
| (iv) |
by
adding the following new sentence immediately after the first sentence
of
the first paragraph to read as
follows:
|
Any
successor to the Servicer shall be a FHLMC- or FNMA-approved servicer and shall
be subject to the approval of each Rating Agency, as evidenced by a letter
from
each such Rating Agency delivered to the Trustee that the transfer of servicing
will not result in a qualification, withdrawal or downgrade of the then-current
rating of any of the Certificates (without regard to the Financial Guaranty
Insurance Policy).
| (v) |
by
adding the following proviso at the end of the second sentence of
the
first paragraph immediately before the period to read as
follows:
|
;
provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement.
| (vi) |
by
replacing the reference to “the Purchaser” in the second line of the
second paragraph with “the Trustee;”
and
|
| (vii) |
by
adding the following new paragraph as the fifth paragraph to read
as
follows:
|
Except
as
otherwise provided in this Section 16, all reasonable costs and expenses
incurred in connection with any transfer of servicing hereunder (as a result
of
termination for cause under Subsection 14.01 or resignation of the Servicer),
including, without limitation, the costs and expenses of the Trustee or any
other Person in appointing a successor servicer, or of the Trustee in assuming
the responsibilities of the Servicer hereunder, or of transferring the Servicing
Files and the other necessary data, including the completion, correction or
manipulation of such servicing data as may be required to correct any errors
or
insufficiencies in the servicing data, to the successor servicer shall be paid
by the terminated or resigning Servicer from its own funds without
reimbursement. Notwithstanding any of the foregoing, all reasonable costs and
expenses incurred in connection with any transfer of servicing pursuant to
Subsection 15.02 shall be paid by the Trust Fund.
| 22. |
Section
24 (Successors and Assigns; Assignment of Purchase Agreement) is
hereby
amended by replacing the words “the consent of the Purchaser” at the end
of the second sentence with “the prior written consent of Greenwich
Capital Acceptance, Inc., the Trustee and each Rating
Agency.”
|
| 23. |
A
new Section 35 (Amendment) is hereby added to the Servicing Agreement
to
read as follows:
|
SECTION
35. Amendment.
This
Agreement may be amended only by written agreement signed by the Servicer,
Greenwich Capital Acceptance, Inc. and the Trustee. The party requesting such
amendment shall, at its own expense, provide Greenwich Capital Acceptance,
Inc.
and the Trustee 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
Serviced Mortgage Loans.
| 24. |
A
new Section 36 (Intended Third Party Beneficiaries) is hereby added
to the
Servicing Agreement to read as
follows:
|
SECTION
36. Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the intent of such
parties as set forth herein, that the Trustee and the Depositor each receive
the
benefit of the provisions of this Agreement as an intended third party
beneficiary of this Agreement to the extent of such provisions. The Servicer
shall have the same obligations to the Trustee and the Depositor as if the
Trustee and the Depositor were each a party to this Agreement, and the Trustee
and the Depositor each shall have the same rights and remedies to enforce the
provisions of this Agreement as if it were a party to this Agreement.
Notwithstanding the foregoing, all rights and obligations of the Trustee and
the
Depositor hereunder (other than the right to indemnification and the
indemnification obligations, as applicable) shall terminate upon termination
of
the Trust Fund pursuant to the Pooling Agreement.
| 25. |
Section
11.01 of the Servicing Addendum (Seller to Act as Servicer) is hereby
amended as follows:
|
| (i) |
by
adding the following proviso at the end of the first paragraph to
read as
follows:
|
provided,
however,
that
the Seller shall not knowingly or intentionally take any action, or fail to
take
(or fail to cause to be taken) any action reasonably within its control and
the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any REMIC
created under the Pooling Agreement to fail to qualify as a REMIC or result
in
the imposition of a tax upon the Trust (including but not limited to the tax
on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the
tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) unless
the
Seller has received an Opinion of Counsel (but not at the expense of the Seller)
to the effect that the contemplated action will not cause any REMIC created
under the Pooling Agreement to fail to qualify as a REMIC or result in the
imposition of a tax upon any such REMIC created thereunder.
| (ii) |
by
adding the following additional proviso at the end of the first sentence
of the second paragraph to read as
follows:
|
;
provided,
further,
no such
modification shall be permitted unless the Seller shall have provided to the
Trustee an Opinion of Counsel in writing to the effect that such modification,
waiver or amendment would not cause an Adverse REMIC Event (as defined in the
Pooling Agreement). The costs of obtaining such Opinion of Counsel shall be
a
reimbursable expense to the Seller to be withdrawn from the Custodial Account
pursuant to Section 11.05. Promptly after the execution of any modification
of
any Mortgage Loan, the Seller shall deliver to the Trustee the originals of
any
documents evidencing such modification.
| 26. |
Section
11.04 of the Servicing Addendum (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “, entitled ‘in trust for the Trustee of the HarborView
2006-1
Trust Fund’” at the end of the first sentence of the first
paragraph.
|
|
(ii)
|
by
deleting the “and” at the end of clause (x), by deleting the period at the
end of clause (xi) and replacing it with “; and” and by adding a new
clause (xii) after the end of clause (xi) to read as follows:
|
(xii)
all
Prepayment Charges in respect of those Mortgage Loans listed on Exhibit Six
hereto.
|
(iii)
|
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) amounts
held
in the Custodial Account. All Permitted Investments shall mature
or be
subject to redemption or withdrawal no later than one Business Day
prior
to the next succeeding Remittance Date (except that if such Permitted
Investment is an obligation of the Servicer, then such Permitted
Investment shall mature not later than such applicable Remittance
Date).
Any and all investment earnings from any such Permitted Investment
shall
be for the benefit of the 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 Trustee 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.”
|
| 27. |
Section
11.05 of the Servicing Addendum (Permitted Withdrawals From the Custodial
Account) is hereby amended by adding a new subclause (ix) to read
as
follows:
|
(ix)
to
reimburse itself for unreimbursed Servicing Advances to the extent that such
amounts are nonrecoverable by the Servicer pursuant to subclause
(iii) above;
| 28. |
Section
11.06 of the Servicing Addendum (Establishment of Escrow Accounts;
Deposits in Escrow Accounts) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “, entitled ‘in trust for the Trustee of the HarborView
2006-1
Trust Fund’” at the end of the first sentence of the first
paragraph.
|
|
(ii)
|
by
adding the following sentence after the first sentence of the second
paragraph as follows:
|
|
The
Servicer will be obligated to make Servicing Advances to the Escrow
Account in respect of its obligations under this Section 11.06,
reimbursable from the Escrow Accounts or Custodial Account to the
extent
not collected from the related Mortgagor, anything to the contrary
notwithstanding, when and as necessary to pursuant to Section 11.08
hereof; provided,
however,
that Servicing Advances shall not be required to be made by the Servicer
if such Servicing Advance would, if made, be, in the Servicer’s reasonable
judgment, nonrecoverable.
|
| 29. |
Section
11.17 of the Servicing Addendum (Distributions) is hereby amended
as
follows:
|
|
(i)
|
by
(a) deleting the words “the second Business Day following” in the first
sentence of the second paragraph and (b) replacing the words “day
following such second Business Day” in the second sentence of the second
paragraph with “Business Day on which such payment was
due.”
|
|
(ii)
|
by
adding the following paragraph after the second paragraph as follows:
|
|
Each
remittance pursuant to this Section 11.17 shall be made by wire transfer
of immediately available funds to, or by other means of transmission
or
transfer that causes funds to be immediately available in, the
Distribution Account which shall have been designated by the
Trustee.
|
| 30. |
Section
11.18 of the Servicing Addendum (Statements to the Purchaser) is
hereby
amended by deleting the first sentence in its entirety and replacing
it
with the following:
|
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately succeeding Business Day), the Servicer shall
furnish to the Trustee the information shown in Exhibit
11,
including but not limited to (i) a monthly remittance advice in written or
electronic format (or in such other format mutually agreed to between the
Servicer and the Trustee) relating to the period ending on the last day of
the
preceding
calendar month in such form mutually agreed to in writing between the Servicer
and the Trustee
and (ii)
all such information required pursuant to clause (i) above on a magnetic tape
or
other similar media reasonably acceptable to the Trustee.
In
addition, no later than the close of business New York time on the fifth
Business Day prior to such Distribution Date, the Servicer shall deliver or
cause to be delivered to the Trustee
in
addition to the information provided in Exhibit
11,
such
other loan-level information reasonably available to it with respect to the
Mortgage Loans as the Trustee
may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 5.01 of the Pooling
Agreement.
| 31. |
Section
11.25 of the Servicing Addendum (Statement as to Compliance) is hereby
deleted in its entirety.
|
| 32. |
Section
11.26 of the Servicing Addendum (Independent Public Accountants’ Servicing
Report) is hereby deleted in its
entirety
|
| 33. |
A
new Section 11.29 (Prepayment Charges) is hereby added to the Servicing
Addendum to read as follows:
|
Section
11.29 Prepayment
Charges.
Notwithstanding anything in this Agreement to the contrary, in the event of
a
Principal Prepayment in full or in part of a Mortgage Loan, the Servicer may
not
waive any Prepayment Charge or portion thereof required by the terms of the
related Mortgage Note unless (i) the Mortgage Loan is a defaulted Mortgage
Loan,
(ii) the related Mortgage Note has been accelerated by the holder thereof or
by
the Servicer or (iii) the enforceability is otherwise limited or prohibited
by
applicable law, in which case with respect to the foregoing clause (i), (ii)
or
(iii) the Servicer shall waive such Prepayment Charge. If the Servicer has
waived any Prepayment Charge as set forth above or does not collect all or
a
portion of a Prepayment Charge relating to a Principal Prepayment in full or
in
part, in any case due to any action or omission of the Servicer, other than
as
provided above, the Servicer shall deposit, together with the Principal
Prepayment in full or in part, the amount of such Prepayment Charge (or such
portion thereof as had been waived) for deposit into the Collection Account.
Upon discovery by any party hereto of a breach of the foregoing, the party
discovering the breach shall give prompt written notice to the other
parties.
| 34. |
Exhibit
B of Amendment Reg AB is hereby deleted in its entirety and replaced
with
Exhibit Five attached hereto.
|
EXHIBIT
TWO
List
of Mortgage Loans
On
File
with XxXxx Xxxxxx
EXHIBIT
THREE
Servicing
Agreement
On
File
with XxXxx Xxxxxx
EXHIBIT
FOUR
Additional
Representations and Warranties
Countrywide
Servicing, as Servicer, represents, warrants and covenants to GCFP, GCA and
the
Trustee as of the Reconstitution Date that:
| (i) |
The
Servicer is a limited partnership, duly organized, validly existing
and in
good standing under the laws of the State of Texas and is duly authorized
and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Servicer in any state in which a
Mortgaged Property related to a Mortgage Loan is located or is otherwise
not required under applicable law to effect such qualification and
no
demand for such qualification has been made upon the Servicer by
any state
having jurisdiction and, in any event, is in compliance with the
doing
business laws of any such State, to the extent necessary to ensure
its
ability to enforce each Mortgage Loan serviced and to service the
Mortgage
Loans in accordance with the terms of this
Agreement;
|
| (ii) |
The
Servicer has the full power and authority to service each Mortgage
Loan
which the Servicer is required to service hereunder, and to execute,
deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
action on the part of the Servicer the execution, delivery and performance
of this Agreement; and this Agreement, assuming the due authorization,
execution and delivery thereof by the other parties thereto, constitutes
a
legal, valid and binding obligation of the Servicer, enforceable
against
the Servicer in accordance with its terms, except to the extent that
(a)
the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject
to the
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought;
|
| (iii) |
The
execution and delivery of this Agreement by the Servicer, the servicing
of
the Mortgage Loans by the Servicer hereunder, the consummation by
the
Servicer of any other of the transactions herein contemplated, and
the
fulfillment of or compliance with the terms hereof are in the ordinary
course of business of the Servicer and will not (A) result in a breach
of
any term, condition or provision of the organizational documents
of the
Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Servicer is a party
or by
which it may be bound, or any statute, order or regulation applicable
to
the Servicer of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over the Servicer; and the
Servicer
is not a party to, bound by, or in breach or violation of any indenture
or
other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially
and adversely affects or, to the Servicer’s knowledge, would in the future
materially and adversely affect, (x) the ability of the Servicer
to
perform its obligations under this Agreement or (y) the business,
operations, financial condition, properties or assets of the Servicer
taken as a whole;
|
| (iv) |
The
Servicer is an approved seller/servicer for Xxxxxx Xxx and an approved
servicer for Xxxxxxx Mac in good standing and is a HUD-approved
non-supervised mortgagee pursuant to Section 203 and Section 211
of the
National Housing Act, and no event has occurred, including but not
limited
to a change in insurance coverage, that would make the Servicer unable
to
comply with HUD, Xxxxxx Xxx or Xxxxxxx Mac eligibility requirements
or
which would require notification to any of HUD, Xxxxxx Mae or Xxxxxxx
Mac;
|
| (v) |
No
action, suit, proceeding, investigation or litigation is pending
or, to
the best knowledge of the Servicer, threatened against the Servicer
that
would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Servicer to
service
the Mortgage Loans or to perform any of its other obligations hereunder
in
accordance with the terms hereof;
and
|
| (vi) |
No
consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance
by
the Servicer of, or compliance by the Servicer with, this Agreement
or the
consummation by the Servicer of the transactions contemplated by
this
Agreement, except for such consents, approvals, authorizations or
orders,
if any, that have been obtained prior to the date of this
Agreement.
|
| (vii) |
The
Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained
in this
Agreement;
|
| (viii) |
No
written statement, report or other document prepared and furnished
or to
be prepared and furnished by the Servicer pursuant to this Agreement
or in
connection with the transactions contemplated hereby contains any
untrue
statement of material fact or omits to state a material fact necessary
to
make the statements contained therein not misleading;
|
| (ix) |
The
Servicer is a member of MERS in good standing, and will comply in
all
material respects with the rules and procedures of MERS in connection
with
the servicing of the MERS Mortgage Loans for as long as such Mortgage
Loans are registered with MERS; and
|
| (x) |
The
Servicer has established an anti-money laundering compliance program
to
the extent required by applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of
2003, and
the laws and regulations administered by the U.S. Department of Treasury’s
Office of Foreign Assets Control (“OFAC”), which prohibit dealings with
certain countries, territories, entities and individuals named in
OFAC’s
Sanction Programs and on the Specially Designated Nationals and Blocked
Persons List. The Mortgage Loans have been originated, and documentation
related thereto shall be maintained, in material compliance with
such
program..
|
EXHIBIT
FIVE
EXHIBIT
B
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on
the party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two
business days
following receipt, or such other number of days specified in
the
transaction agreements.
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are
made,
reviewed and approved as specified in the transaction
agreements.
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are
separately
maintained (e.g., with respect to commingling of cash) as set
forth in the
transaction agreements.
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange
Act.
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank
clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling
items. These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the
transaction
agreements.
|
|
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and
applicable
Commission requirements. Specifically, such reports (A) are
prepared in
accordance with timeframes and other terms set forth in the
transaction
agreements; (B) provide information calculated in accordance
with the
terms specified in the transaction agreements; (C) are filed
with the
Commission as required by its rules and regulations; and (D)
agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to
the Servicer’s
investor records, or such other number of days specified in
the
transaction agreements.
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by
the transaction
agreements or related mortgage loan documents.
|
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the
transaction
agreements
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are
made, reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance
with the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements,
and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage
loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such
other period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including,
for example,
phone calls, letters and payment rescheduling plans in cases
where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
|
|
|
|
EXHIBIT
SIX
List
of Mortgage Loans with Prepayment Charges Assigned to the Trust
Fund
On
File
with XxXxx Xxxxxx
