RECONSTITUTED SERVICING AGREEMENT
EXECUTION
This
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of March
1, 2007, by and between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
corporation (“GCFPI” or the “Seller”), and XXXXX FARGO BANK, N.A., a national
banking association, as servicer (in such capacity, the “Servicer”), and
acknowledged by XXXXX FARGO BANK, N.A., as master servicer (in such capacity,
the “Master Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
banking association, as trustee under the Pooling and Servicing Agreement
defined below (the “Trustee”), recites and provides as follows:
RECITALS
WHEREAS,
the Seller acquired certain mortgage loans from the Servicer, which mortgage
loans were either originated or acquired by the Servicer;
WHEREAS,
the Seller has conveyed certain of such mortgage loans, as identified on
Schedule I hereto (the “Mortgage Loans”), to Greenwich Capital Acceptance, Inc.,
a Delaware special purpose corporation (“GCAI”), which in turn has conveyed the
Mortgage Loans to the Trustee, pursuant to a pooling and servicing agreement
dated as of March 1, 2007 (the “Pooling and Servicing Agreement”), attached as
Exhibit B hereto, among GCAI, as depositor (the “Depositor”), the Seller, the
Master Servicer, in its capacity as such and as Securities Administrator, and
the Trustee, in its capacity as such and as a Custodian;
WHEREAS,
the Mortgage Loans are currently being serviced by the Servicer pursuant to
that
certain (i) Seller’s Warranties and Servicing Agreement dated as of December 1,
2006 (WFHM 2006-W109) and (ii) Seller’s Warranties and Servicing Agreement dated
as of January 1, 2007 (WFHM 2007-PA01) (the “SWSA”) by and between GCFPI and the
Servicer, a copy of which is annexed hereto as Exhibit C;
WHEREAS,
the Seller desires that the Servicer service all of the Mortgage Loans, and
the
Servicer has agreed to do so, pursuant to the SWSA, subject to the rights of
the
Seller and the Master Servicer to terminate the rights and obligations of the
Servicer hereunder as set forth herein and to the other conditions set forth
herein;
WHEREAS,
the Seller and the Servicer agree that the provisions of the SWSA shall apply
to
the Mortgage Loans, but only to the extent provided herein and 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,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing on behalf of the Trustee, and shall
have the right, under certain circumstances, to terminate the rights and
obligations of the Servicer under this Agreement;
WHEREAS,
the Seller and the Servicer intend that each of the Master Servicer and the
Trustee be an intended third party beneficiary of this Agreement;
and
WHEREAS,
the Seller and the Servicer intend that this Agreement shall constitute a
“Reconstitution Agreement” in connection with a “Securitization Transaction” (as
each such term is defined in the SWSA) that shall govern the Mortgage Loans
for
so long as such Mortgage Loans remain subject to the provisions of the Pooling
and Servicing Agreement;
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto and any provisions of the SWSA incorporated by reference herein
(regardless if such terms are defined in the SWSA), shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
2. Custodianship.
The
parties hereto acknowledge that Deutsche Bank National Trust Company will
act
as custodian
(the“Custodian”)
of the Custodial Mortgage
Files
pursuant to the custodial provisions of the Pooling and Servicing
Agreement.
3. Servicing.
The
Servicer agrees, with respect to the Mortgage Loans, to perform and observe
the
duties, responsibilities and obligations that are to be performed and observed
under the provisions of the SWSA, except as otherwise provided herein and on
Exhibit A hereto, and that the provisions of the SWSA, as so modified, are
and
shall be a part of this Agreement to the same extent as if set forth herein
in
full.
4. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 4.05 and Section 5.01
of
the SWSA, the remittance on April 18, 2007, to the Trustee on behalf of the
Trust Fund is to include principal due after March 1, 2007 (the “Trust Cut-off
Date”), plus interest, at the Mortgage Loan Remittance Rate collected during the
related Due Period exclusive of any portion thereof allocable to a period prior
to the Trust Cut-off Date, with the adjustments specified in clauses (b), (c),
(d) and (e) of Section 5.01 of the SWSA.
5. Master
Servicing; Termination of Servicer.
The
Servicer, including any successor servicer hereunder, shall be subject to the
supervision of the Master Servicer, which Master Servicer shall be obligated
to
ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of the SWSA as modified by this Agreement. The Master Servicer,
acting on behalf of the Trustee and the RBSGC Mortgage Loan Trust 2007-B (the
“Trust Fund”) created pursuant to the Pooling and Servicing Agreement shall have
the same rights as the Seller under the SWSA to enforce the obligations of
the
Servicer under the SWSA and the term “Purchaser” as used in the SWSA in
connection with any rights of the Purchaser shall refer to the Master Servicer,
except as otherwise specified in Exhibit A hereto. The Trustee shall be entitled
to terminate the rights and obligations of the Servicer under this Agreement
upon the failure of the Servicer to perform any of its obligations under this
Agreement, as provided in Article X (Default) of the SWSA. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer be
required to assume any obligations of the Seller under the SWSA; 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 of the rights, protections and limitations of liability afforded
to the Master Servicer under the Pooling and Servicing Agreement.
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6. No
Representations.
Neither
the Servicer nor the Master Servicer shall be obligated or required to make
any
representations and warranties regarding the characteristics of the Mortgage
Loans (other than those representations and warranties made by the Servicer
in
Section 3.01 of the SWSA as amended hereby, which the Servicer hereby restates
as of the Closing Date) in connection with the transactions contemplated by
the
Pooling and Servicing Agreement and issuance of the Certificates issued pursuant
thereto.
7. Notices.
All
notices and communications between or among the parties hereto (including any
third party beneficiary thereof) or required to be provided to the Trustee
shall
be in writing and shall be deemed received or given when mailed first-class
mail, postage prepaid, addressed to each other party at its address specified
below or, if sent by facsimile or electronic mail, when facsimile or electronic
confirmation of receipt by the recipient is received by the sender of such
notice. Each party may designate to the other parties in writing, from time
to
time, other addresses to which notices and communications hereunder shall be
sent.
All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
(Attention:
RBSGC Mortgage Loan Trust 2007-B)
or
for
overnight delivery to:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
(Attention:
RBSGC Mortgage Loan Trust 2007-B)
All
remittances required to be made to the Master Servicer under this Agreement
shall be made on a scheduled/scheduled basis to the following wire
account:
Xxxxx
Fargo Bank, N.A.
ABA
#:
000-000-000
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: RBSGC 2007-B, Account # 00000000
All
notices 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
0
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention:
XXXXX 0000-X
Telephone
No.: (000) 000-0000
Facsimile:
(000) 000-0000
All
written information required to be delivered to the Seller hereunder shall
be
delivered to it at the following address:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
General Counsel (RBSGC 2007-B)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the GCAI under this Agreement shall be
delivered to the GCAI at the following address:
Greenwich
Capital Acceptance, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
General Counsel (RBSGC 2007-B)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices required to be delivered to the Servicer hereunder shall be delivered
to
its office at the address for notices as set forth in Section 12.05 of the
SWSA.
8. Acknowledgement.
The
Servicer hereby acknowledges that the rights and obligations of GCFPI under
the
SWSA, as amended by this Agreement will, be assigned by GCFPI to the Depositor
under the Mortgage Loan Purchase Agreement, and that such rights and obligations
will simultaneously be re-assigned by the Depositor to the Trustee on behalf
of
the Trust Fund under the Pooling and Servicing Agreement. The Servicer 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 required pursuant to Sections 2.02 and 12.10 of the SWSA
and
will constitute a valid assignment and assumption of the rights and obligations
of GCFPI under the SWSA to the Depositor, and by the Depositor to the Trustee
on
behalf of the Trust Fund, as applicable. In addition, the Trustee on behalf
of
the Trust Fund will make one or more REMIC elections. The Servicer hereby
consents to each such assignment and assumption and acknowledges the Trust
Fund’s REMIC election(s).
9. 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.
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10. 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.
11. Reconstitution.
The
Seller and the Servicer agree that this Agreement is a “Reconstitution
Agreement” executed in connection with a “Securitization Transaction,” and that
the date hereof is the “Reconstitution Date,” each as defined in the
SWSA.
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Executed
as of the day and year first above written.
GREENWICH
CAPITAL FINANCIAL
PRODUCTS,
INC., as Seller
By:
/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Vice President
XXXXX
FARGO BANK, N.A.,
as
Servicer
By:
/s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Senior Vice President
Acknowledged:
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in
its individual capacity but solely as Trustee
By:
/s/
Xxx Xxxxx
Name:
Xxx
Xxxxx
Title:
Authorized Signer
By:
/s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Vice President
EXHIBIT
A
Modifications
to the SWSA
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1.
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Unless
otherwise specified herein, any provisions of the SWSA, including
definitions, relating to (i) representations and warranties relating
to
the Mortgage Loans and not relating to the servicing of the Mortgage
Loans, (ii) Mortgage Loan repurchase obligations, (iii) Reconstitution
and
(iv) Assignments of Mortgage, shall be disregarded for purposes relating
to this Agreement. The exhibits to the SWSA and all references to
such
exhibits shall also be disregarded.
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2.
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The
definition of “Custodial Agreement” in Article I is hereby deleted and
each reference in the SWSA to “Custodial Agreement” or “related Custodial
Agreement” is hereby changed to “Pooling and Servicing
Agreement.”
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3.
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The
definition of “Custodian” in Article I is hereby amended to read as
follows:
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Custodian:
Deutsche Bank National Trust Company and its successors and
assigns.
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4.
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The
definition of “First Remittance Date” in Article I is hereby deleted in
its entirety, and the words “, beginning with the First Remittance Date”
are hereby deleted from the definition of “Remittance Date” in Article I.
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5.
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A
new definition of “MERS Eligible Mortgage Loan” is hereby added to Article
I immediately following the definition of “MERS” to read as
follows:
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MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan that has been designated by the Servicer as recordable in the name of
MERS,
as nominee.
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6.
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The
definition of “Mortgage Interest Rate” in Article I is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
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7.
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New
definitions of “Non-MERS Eligible Mortgage Loan” and “Non-MERS Mortgage
Loans” are hereby added to Article I immediately following the definition
of “Non-Assigned Letter of Credit” to read as
follows:
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Non-MERS
Eligible Mortgage Loan:
Any
Mortgage
Loan other than a MERS Eligible Mortgage Loan.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
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8.
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New
definitions of “Prepayment Charge,” “Prepayment Charge Schedule” and
“Prepayment Interest Shortfall Amount” are added to Article I to
immediately precede the definition of “Prime Rate” and to read as
follows:
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Prepayment
Charge:
means
with respect to any Mortgage Loan and each Distribution Date, the charges or
premiums, if any, exclusive of any servicing charges collected by the Servicer
in connection with a Mortgage Loan payoff, due in connection with a full
prepayment of such Mortgage Loan during the related Principal Prepayment Period
in accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
A-1
Prepayment
Charge Schedule:
means a
data field in the Data File which indicates the period during which such
Prepayment Charge is imposed with respect to a Mortgage Loan.
Prepayment
Interest Shortfall Amount:
means,
with respect to any Mortgage Loan that was subject to a Principal Prepayment
in
full or in part during any Principal Prepayment Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due
Date in such Principal Prepayment Period, the amount of interest (net of the
related Servicing Fee for Principal Prepayments in full only) that would have
accrued on the amount of such Principal Prepayment during the period commencing
on the date as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
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9.
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The
definition of “Prepayment Penalty” in Article I is hereby deleted in its
entirety. Furthermore, all references to “Prepayment Penalty” are hereby
replaced with “Prepayment Charge”.
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10.
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The
definition of “Qualified Depository” is hereby amended to read as follows:
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Qualified
Depository:
Any of
(i) a federal or state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term debt obligations
or other short-term deposits are rated at least “A-1+” by Standard & Poor’s
if the deposits are to be held in the account for less than 30 days, or whose
long-term unsecured debt obligations are rated at least “AA-” by Standard &
Poor’s if the deposits are to be held in the account for more than 30 days, but
no more than 365 days, or (ii) the corporate trust department of a federal
or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has corporate trust powers,
acting in its fiduciary capacity.
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11.
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The
definition of “Rating Agency” is hereby amended to read as
follows:
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Rating
Agency:
Each of
Fitch Ratings, Xxxxx’x and S&P and any respective successors
thereto.
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12.
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A
new definition of “Realized Loss” is added to Article I immediately
following the definition of “Rating Agencies” to read as
follows:
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Realized
Loss:
With
respect to each Liquidated Mortgage Loan (as defined in the Pooling and
Servicing Agreement), an amount equal to (i) the unpaid principal balance of
such Mortgage Loan as of the date of liquidation, minus (ii) Liquidation
Proceeds received, to the extent allocable to principal, net of amounts that
are
reimbursable therefrom to the Master Servicer or the Servicer with respect
to
such Mortgage Loan (other than Monthly Advances of principal) including expenses
of liquidation.
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13.
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A
new definition of “Relief Act Reduction” is hereby added to Article I
immediately following the definition of “Regulation AB” to read as
follows:
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Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, as amended, or any similar state or local
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 for such Mortgage
Loan
before giving effect to such reduction.
A-2
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14.
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A
new definition of “Servicer Prepayment Charge Payment Amount” is added to
Article I immediately after the definition of “Servicer” to read as
follows:
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Servicer
Prepayment Charge Payment Amount:
Any
amount paid by the Servicer as a result of an impermissible waiver of a
Prepayment Charge pursuant to Section 4.01 of this Agreement.
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15.
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Section
2.01 (Conveyance of Mortgage Loans; Possession of Custodial Mortgage
Files; Maintenance of Retained Mortgage Files and Servicing Files)
is
hereby amended by deleting the first paragraph thereof and replacing
the
word “Purchaser” with the words “Trustee and the Trust Fund” in each
instance.
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16.
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Section
2.02 (Books and Records; Transfers of Mortgage Loans) is hereby amended
as
follows:
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(i)
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by
replacing the reference to “Purchaser” in the first paragraph and the
second sentence of the second paragraph of such section with “Trustee and
the Trust Fund;” and
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(ii) by
adding
the following paragraph as the last paragraph of such section:
Only
if
so requested by the Seller or the Master Servicer, the Servicer, at the
Depositor’s expense, shall cause to be properly prepared and recorded as
Assignment of Mortgage in favor of the Trustee with respect to each Non-MERS
Mortgage Loan in each public recording office where such Non-MERS Mortgage
Loans
are recorded, as soon as practicable after the Closing Date (but in no event
more than 90 days thereafter to the extent delays are caused by the applicable
recording office).
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17.
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The
parties acknowledge that the fourth paragraph of Section 2.02 shall
be
inapplicable to this Agreement.
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18.
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The
parties acknowledge that Section 2.03 (Custodial Agreement; Delivery
of
Documents) shall be superseded by the custodial provisions of the
Pooling
and Servicing Agreement.
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19.
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The
first paragraph of Section 3.01 (Company Representations and Warranties)
is hereby amended by replacing the words “to the Purchaser” with “to the
Trust Fund, the Master Servicer, the Depositor and the Trustee.”
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20.
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Section
3.01(c) (No Conflicts) is hereby amended by deleting the words “the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage
Loans to the Purchaser.”
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21.
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Section
3.01(f) (Ability to Perform) is hereby amended by deleting the second
and
third sentences thereof.
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A-3
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22.
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Section
3.01(h) (No Consent Required) is hereby amended by deleting the words
“or
the sale of the Mortgage Loans.”
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23.
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Section
3.01 (i) (Selection Process), Section 3.01(k) (Sale Treatment), Section
3.01(m) (No Brokers’ Fees) and Section 3.01(o) (Fair Consideration) shall
be inapplicable to this Agreement.
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24.
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A
new paragraph is hereby added at the end of Section 3.01 (Company
Representations and Warranties) to read as
follows:
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It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 (a) through (h), (j), (l) and (n) shall survive the engagement
of
the Servicer to perform the servicing responsibilities hereunder and the
delivery of the Servicing Files to the Servicer and shall inure to the benefit
of the Depositor, the Master Servicer, the Trustee and the Trust Fund. Upon
discovery by any of the Servicer, the Depositor, the Master Servicer or the
Trustee of a breach of any of the foregoing representations and warranties
which
materially and adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged Property or
the
priority of the security interest on such Mortgaged Property or the interest
of
the Depositor, Trustee or the Trust Fund, the party discovering such breach
shall give prompt written notice to each of the others.
Within
90
days of the earlier of either discovery by or notice to the Servicer of any
breach of a representation or warranty set forth in Section 3.01 which
materially and adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Loans, the Mortgaged Property or the priority
of the security interest on such Mortgaged Property, the Servicer shall use
its
best efforts promptly to cure such breach in all material respects and, if
such
breach cannot be cured, the Servicer shall, at the Trustee’s or Master
Servicer’s option, assign the Servicer’s rights and obligations under this
Agreement (or respecting the affected Mortgage Loans) to a successor Servicer
selected by the Master Servicer with the prior consent and approval of the
Trustee (if and to the extent required under the Pooling and Servicing
Agreement). Such assignment shall be made in accordance with Section
12.01.
In
addition, the Servicer shall indemnify (from its own funds) the Depositor,
the
Master Servicer, the Trustee and the Trust Fund and hold each of them harmless
against any costs resulting from any claim, demand, defense or assertion based
on or grounded upon, or resulting from, a breach of the Servicer’s
representations and warranties contained in this Agreement. It is understood
and
agreed that the remedies set forth in this Section 3.01 constitute the sole
remedies of the Depositor, the Master Servicer, the Trust Fund and the Trustee
respecting a breach of the foregoing representations and
warranties.
Any
cause
of action against the Servicer relating to or arising out of the breach of
any
representations and warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by the Trustee or
the
Master Servicer to the Servicer, (ii) failure by the Servicer to cure such
breach within the applicable cure period, and (iii) demand upon the Servicer
by
the Depositor, the Master Servicer or the Trustee for compliance with this
Agreement.
A-4
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25.
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Section
3.02(e) (No Defenses) is hereby amended by adding the following clause
at
the end of such section:
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each
Prepayment Charge with respect to any Mortgage Loan is permissible, enforceable
and collectable under applicable federal, state and local law;
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26.
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Section
4.01 (Company to Act as Servicer) is hereby amended by replacing
the
second paragraph of such section with the
following:
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Consistent
with the terms of this Agreement, the Servicer may waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of any such term or
in
any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and
prudent determination such waiver, modification, postponement or indulgence
is
not materially adverse to the Trustee and the Trust Fund, provided,
however,
that
unless the Mortgagor is in default with respect to the Mortgage Loan or such
default is, in the judgment of the Servicer, imminent, the Servicer shall not
permit any modification with respect to any Mortgage Loan that would change
the
Mortgage Interest Rate, forgive the payment of principal or interest, reduce
or
increase the outstanding principal balance (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan. Without
limiting the generality of the foregoing, the Servicer shall continue, and
is
hereby authorized and empowered, to execute and deliver on behalf of itself
and
the Trustee on behalf of the Trust Fund, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Properties; provided,
further,
that
upon the full release or discharge, the Servicer shall notify the Custodian
of
the related Mortgage Loan of such full release or discharge. If reasonably
required by the Servicer, the Trustee shall furnish the Servicer with any powers
of attorney and other documents necessary or appropriate to enable the Servicer
to carry out its servicing and administrative duties under this Agreement.
Promptly after the execution of any assumption, modification, consolidation
or
extension of any Mortgage Loan, the Servicer shall forward to the Master
Servicer copies of any documents evidencing such assumption, modification,
consolidation or extension. Notwithstanding anything to the contrary contained
in this Agreement, the Servicer shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would cause an Adverse
REMIC Event (as defined in the Pooling and Servicing Agreement).
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27.
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Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby
amended as follows:
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(i) the
words
“in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans -
P&I” in the fourth and fifth lines of the first sentence of the first
paragraph shall be replaced by the following: “in trust for the
certificateholders of the RBSGC Mortgage Loan Trust 2007-B and various
Mortgagors”.
(ii) by
amending clause (viii) to read as follows:
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(viii)
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the
amount of any Prepayment Interest Shortfall Amount paid out of the
Servicer’s own funds without any right to reimbursement
therefor;
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(iii) the
following sentence shall be added to the end of such section:
A-5
“The
Company shall reimburse the Custodial Account for any losses incurred as a
result of the investment of amounts on deposit in the Custodial Account.”
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28.
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Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended
as
follows:
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(i) by
replacing the last five lines of clause (ii) with the following:
the
Trust
Fund; provided, however,
that in
the event that the Servicer determines in good faith that any unreimbursed
Monthly Advances will not be recoverable from amounts representing late
recoveries of payments of principal or interest respecting the particular
Mortgage Loan as to which such Monthly Advance was made or from Liquidation
Proceeds or Insurance Proceeds with respect to such Mortgage Loan, the Servicer
may reimburse itself for such amounts from the Custodial Account, it being
understood, in the case of any such reimbursement, that the Servicer’s right
thereto shall be prior to the rights of the Trust Fund;
|
(ii)
|
by
amending clause (v) thereof by adding the words “Section 4.01 and” before
the reference to Section 8.01.
|
|
29.
|
Section
4.06 (Establishment of and Deposits to Escrow Account) is hereby
amended
by deleting the words “Purchaser and/or subsequent purchasers Residential
Mortgage Loans, and various Mortgagors - T&I” in the fourth and fifth
lines of the first sentence of the first paragraph, and replacing
it with
the following:
|
in
trust
for the certificateholders of the RBSGC Mortgage Loan Trust 2007-B and various
Mortgagors.
|
30.
|
Section
4.07 (Permitted Withdrawals from Escrow Account) is hereby amended
by
removing the word “and” at the end of clause (viii), replacing the period
at the end of clause (ix) with “; and” and adding a new clause (x) to read
as follows:
|
(ix) to
transfer funds to another Qualified Depository in accordance with Section 4.09
hereof.
|
31.
|
Section
4.09 (Protection of Accounts) is hereby amended as
follows:
|
|
(i)
|
by
replacing the words “the Purchaser” with “the Master Servicer” in each
instance; and
|
|
(ii)
|
by
adding the following sentence as the last sentence of such
section:
|
The
Servicer shall give notice to the Master Servicer of any transfer of the
Custodial Account or the Escrow Account to a different Qualified Depository
no
later than 30 days after any such transfer is made and deliver to the Master
Servicer, upon request, a certification notice in form reasonably satisfactory
to the Master Servicer, with respect to such Qualified Depository.
|
32.
|
Section
4.16 (Title, Management and Disposition of REO Property) is hereby
amended
by (i) replacing the reference to “one year” in the seventh line of the
second paragraph thereof with “three years”, (ii) adding two new
paragraphs after the second paragraph thereof to read as
follows:
|
A-6
In
the
event that the Trustee on behalf of the Trust Fund acquires any REO Property
in
connection with a default or imminent default on a Mortgage Loan, the Servicer
shall dispose of such REO Property not later than the end of the third taxable
year after the year of its acquisition by the Trustee on behalf of the Trust
Fund unless the Servicer has applied for and received a grant of extension
from
the Internal Revenue Service (and provided a copy of the same to the Master
Servicer and the Trustee) to the effect that, under the REMIC Provisions and
any
relevant proposed legislation and under applicable state law, the applicable
Trust REMIC may hold REO Property for a longer period without adversely
affecting the REMIC status of such REMIC or causing the imposition of a federal
or state tax upon such REMIC. If the Servicer has received such an extension,
then the Servicer shall continue to attempt to sell the REO Property for its
fair market value for such period longer than three years as such extension
permits (the “Extended Period”). If the Servicer has not received such an
extension and the Servicer is unable to sell the REO Property within the period
ending 3 months before the end of such third taxable year after its acquisition
by the Trust Fund or if the Servicer has received such an extension, and the
Servicer is unable to sell the REO Property within the period ending three
months before the close of the Extended Period, the Servicer shall, before
the
end of the three year period or the Extended Period, as applicable, (i) purchase
such REO Property at a price equal to the REO Property’s fair market value or
(ii) auction the REO Property to the highest bidder (which may be the Servicer)
in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case may
be.
The Trustee shall sign any document or take any other action reasonably
requested by the Servicer which would enable the Servicer, on behalf of the
Trust Fund, to request such grant of extension.
Notwithstanding
any other provisions of this Agreement, no REO Property acquired by the Trustee
on behalf of the Trust Fund shall be rented (or allowed to continue to be
rented) or otherwise used by or on behalf of the Trust Fund in such a manner
or
pursuant to any terms that would: (i) cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code;
or (ii) subject any Trust REMIC to the imposition of any federal income taxes
on
the income earned from such REO Property, including any taxes imposed by reason
of Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the imposition of
any
such taxes.
(iii)
deleting
the first sentence of the third paragraph thereto, (iv) replacing the word
“sentence” with “paragraph” in the seventh line of the third paragraph thereto,
(v) replacing the word “advances” in the sixth line of the fifth paragraph
thereof with “Monthly Advances,” and (vi) by adding the following to the end of
such Section:
Prior
to
acceptance by the Servicer of an offer to sell any REO Property of which the
Trustee (on behalf of the Trust Fund) is the owner for a sale price that is
less
than 90% of the unpaid principal balance of the related Mortgage Loan, the
Servicer shall notify the Master Servicer of such offer in writing which
notification shall set forth all material terms of said offer (each a “Notice of
Sale”). The Master Servicer shall be deemed to have approved the sale of any REO
Property unless the Master Servicer notifies the Servicer in writing, within
two
(2) days after its receipt of the related Notice of Sale, that it disapproves
of
the related sale, in which case the Servicer shall not proceed with such sale;
provided,
however, that
the
Master Servicer shall not take any action which would prevent the Servicer
from
disposing of any REO Property within the time period specified under the REMIC
provisions of the Code.
A-7
|
33.
|
Section
5.01 (Remittances) is hereby amended as
follows:
|
|
(i)
|
by
adding the following after the second paragraph of such
Section:
|
All
remittances required to be made to the Master Servicer shall be made to the
following wire account or to such other account as may be specified by the
Master Servicer from time to time:
Xxxxx
Fargo Bank, N.A.
ABA
#:
000-000-000
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: RBSGC 2007-B, Account # 00000000
|
(ii)
|
by
replacing the words “second Business Day” in the first and second
sentences of the second paragraph of such section with “first Business
Day.”
|
|
34.
|
Section
5.02 (Statements to Purchaser) is hereby amended to read as
follows:
|
Section
5.02 Statements
to the Master Servicer.
Not
later
than the tenth calendar day of each month (or
if
such calendar day is not a Business Day, the immediately succeeding Business
Day),
the
Servicer shall furnish to the Master Servicer (i) a monthly remittance advice
in
the format set forth in Exhibit D-1 hereto, a monthly defaulted loan report
in
the format set forth in Exhibit D-2 hereto (or in such other format mutually
agreed to between the Servicer and the Master Servicer) relating to the period
ending on the last day of the preceding calendar month and a monthly loan loss
report in the format set forth in Exhibit D-3 hereto and (ii) all such
information required pursuant to clause (i) above on a magnetic tape or other
similar media reasonably acceptable to the Master Servicer; provided,
however, the
information required by Exhibit D-2 and Exhibit D-3 is limited to that which
is
readily available to the Servicer and is mutually agreed to by the Servicer
and
Master Servicer.
|
35.
|
Section
6.04 (Annual Statement as to Compliance) is hereby amended as
follows:
|
|
(a)
|
by
replacing the reference to “2007” with
“2008”;
|
|
(b)
|
by
replacing the words “the Purchaser, any Master Servicer and any Depositor”
with “the Master Servicer and the Depositor” in each instance;
and
|
|
(c)
|
by
replacing the words “the Purchaser, such Master Servicer and such
Depositor” with “such Master Servicer and such Depositor” in each
instance.”
|
|
36.
|
Section
6.06 (Report on Assessment of Compliance and Attestation) is hereby
amended as follows:
|
|
(a)
|
by
replacing the reference to “2007” with
“2008”;
|
A-8
|
(b)
|
by
replacing the words “the Purchaser, any Master Servicer and any Depositor”
with “the Depositor and the Master Servicer” in each instance;
and
|
|
(c)
|
by
replacing the words “the Purchaser, such Master Servicer and such
Depositor” with “the Depositor and such Master Servicer” in each
instance.
|
|
37.
|
Section
8.01 (Indemnification; Third Party Claims) is hereby amended in its
entirety to read as follows:
|
The
Servicer shall indemnify GCFPI, the Depositor, the Trust Fund, the Master
Servicer and the Trustee and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses
that any of such parties may sustain in any way related to the failure of the
Servicer to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement (including, but not limited to
its
obligations to provide any information, report, certification, accountants’
letter or other material pursuant to Sections 6.04 and 6.06 hereunder) or for
any inaccurate or misleading information provided pursuant to Sections 6.04
and
6.06 hereunder. The Servicer immediately shall notify GCFPI, the Master Servicer
and the Trustee and any other relevant party if a claim is made by a third
party
with respect to this Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party, which consent shall not be
unreasonably withheld or delayed) the defense of any such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it
or
any of such parties in respect of such claim. The Servicer shall follow any
written instructions received from the Master Servicer or the Trustee in
connection with such claim. The Servicer shall provide the Trustee (with a
copy
to the Master Servicer) with a written report of all expenses and advances
incurred by the Servicer pursuant to this Section 8.01, and the Trustee (after
consultation with the Master Servicer) from the assets of the Trust Fund
promptly shall reimburse the Servicer for all amounts advanced by it pursuant
to
the preceding sentence except when the claim is in any way related to the
failure of the Servicer to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement or the gross negligence, bad faith
or willful misconduct of this Servicer.
|
38.
|
Subsection
(c) of Section 9.01 (Agency Sales, Securitization Transactions and
Whole
Loan Transfers) shall be inapplicable to this Agreement.
|
|
39.
|
Section
9.01 (Agency Sales, Securitization Transactions and Whole Loan Transfers)
is hereby amended by:
|
|
(a)
|
subsection
(e) is hereby amended by (1) changing the reference to “the Purchaser,
each affiliate of the Purchaser” to “the Trust Fund, the Depositor, the
Master Servicer and the Trustee,” (2) deleting the reference to “or the
Depositor,” and (3) deleting the reference to “and of the Depositor”;
|
|
(b)
|
changing
any reference to “Purchaser” to “Master Servicer” in each instance in
subsections (d) and (e) and the last five paragraphs of Section
9.01;
|
A-9
|
(c)
|
deleting
Section (d)(i)(D) in its entirety and replacing it
with:
|
a
description of any affiliation or relationship (of a type described in Item
1119
of Regulation AB) between the Servicer, each Third-Party Originator, each
Subservicer and any of the parties listed on Exhibit L hereto.
|
(d)
|
deleting
Section (d)(iii)(J) in its entirety and replacing it
with:
|
a
description of any affiliation or relationship (of a type described in Item
1119
of Regulation AB) between the Servicer, each Third-Party Originator, each
Subservicer and any of the parties listed on Exhibit L hereto.
(e) deleting
Section (d)(vi)(A)(7) in its entirety and replacing it with:
|
there
are no affiliations, relationships or transactions relating to the
Servicer, any Subservicer or any Third-Party Originator and any party
listed on Exhibit L hereto.
|
|
40.
|
Section
10.01 (Events of Default) is hereby amended
by:
|
|
(a)
|
clause
(ix) is hereby amended by deleting the “.” and adding “; or”;
|
|
(b)
|
changing
any reference to “Purchaser” to “Master
Servicer”;
|
|
(c)
|
adding
the words “within the applicable cure period” after the word “remedied” in
the second sentence of the second
paragraph.
|
|
41.
|
Section
10.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Purchaser” to “Master Servicer with the prior written consent of the
Trustee”.
|
|
42.
|
Section
11.01 (Termination) is hereby amended by restating subclause (ii)
thereof
to read as below and adding the following sentence after the first
sentence of Section 11.01:
|
|
(ii)
|
mutual
consent of the Servicer and the Master Servicer in writing, provided
such termination is also acceptable to the Trustee and the Rating
Agencies.
|
At
the
time of any termination of the Servicer pursuant to Section 11.01, the Servicer
shall be entitled to all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided,
however,
in the
event of a termination for cause under Section 10.01 hereof, such unreimbursed
amounts shall not be reimbursed to the Servicer until such amounts are received
by the Trust Fund from the related Mortgage Loans.
|
43.
|
Section
11.02 (Termination Without Cause) is hereby amended by replacing
the first
reference to “Purchaser” with “GCFPI (with the prior consent of the
Trustee)” and by replacing all other references to “Purchaser” with
“GCFPI”.
|
|
44.
|
Section
12.01 (Successor to Company) is hereby amended in its entirety to
read as
follows:
|
Simultaneously
with the termination of the Servicer’s responsibilities and duties under this
Agreement pursuant to Sections 8.04, 10.01, 11.01(ii) or 11.02, the Master
Servicer shall, in accordance with the provisions of the Pooling and Servicing
Agreement (i) succeed to and assume all of the Servicer’s responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement, and which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities
of
the Servicer under this Agreement with the termination of the Servicer’s
responsibilities, duties and liabilities under this Agreement. Any successor
to
the Servicer that is not at that time a Servicer of other mortgage loans for
the
Trust Fund shall be subject to the approval of GCFPI, the Master Servicer and
each Rating Agency. Unless the successor servicer is at that time a servicer
of
other mortgage loans for the Trust Fund, each Rating Agency must deliver to
the
Trustee a letter to the effect that such transfer of servicing will not result
in a qualification, withdrawal or downgrade of the then-current rating of any
of
the Certificates (as defined in the Pooling and Servicing Agreement). In
connection with such appointment and assumption, the Master Servicer or GCFPI,
as applicable, may make such arrangements for the compensation of such successor
out of payments on the Mortgage Loans as it and such successor shall agree;
provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement. In the event that the Servicer’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 12.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
3.01 and 3.02 and the remedies available to the Trust Fund under Sections 3.03
and 8.01 shall be applicable to the Servicer notwithstanding any such
resignation or termination of the Servicer, or the termination of this
Agreement.
A-10
Within
a
reasonable period of time, but in no event longer than 30 days after the
appointment of a successor entity, the Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor’s possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes
of
such notice of termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor Servicer, including,
without limitation, the transfer to such successor for administration by it
of
all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or any Escrow Account or thereafter received with respect
to
the Mortgage Loans.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Trustee, the Master Servicer, GCFPI and the Servicer an instrument (i)
accepting such appointment, wherein the successor shall make an assumption
of
the due and punctual performance and observance of each covenant and condition
to be performed and observed by the Servicer under this Agreement, whereupon
such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer arising out of the
Servicer’s actions or failure to act prior to any such termination or
resignation.
The
Servicer shall deliver, within three (3) Business Days of the appointment of
a
successor Servicer, the funds in the Custodial Account and Escrow Account and
all Collateral Files, Credit Files and related documents and statements held
by
it hereunder to the successor Servicer and the Servicer shall account for all
funds and shall execute and deliver such instruments and do such other things
as
may reasonably be required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer.
A-11
Upon
a
successor’s acceptance of appointment as such, the Servicer shall notify the
Trustee and the Master Servicer of such appointment in accordance with the
notice procedures set forth herein.
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing hereunder (whether as a result
of
termination or removal of the Servicer or resignation of the Servicer or
otherwise), including, without limitation, the costs and expenses of the Master
Servicer or any other Person in appointing a successor servicer, or of the
Master Servicer in assuming the responsibilities of the Servicer hereunder,
or
of transferring the Servicing Files and the other necessary data to the
successor servicer, shall be paid by the terminated, removed or resigning
Servicer from its own funds without reimbursement.
|
45.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by written
agreement signed by the Company and the Purchaser” with “by written
agreement signed by the Servicer and GCFPI, with the written consent
of
the Master Servicer and the
Trustee”.
|
|
46.
|
Section
12.04 (Duration of Agreement) is hereby amended by deleting the last
sentence thereof.
|
|
47.
|
Section
12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
|
|
48.
|
Section
12.14 (Third Party Beneficiary) is hereby amended in its entirety
to read
as follows:
|
Section
12.14 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 Trust Fund, the Depositor, the Master
Servicer and the Trustee receive the benefit of the provisions of this Agreement
as intended third party beneficiaries of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to the Trust Fund,
the
Depositor, the Master Servicer and the Trustee as if they were parties to this
Agreement, and the Trust Fund, the Depositor, the Master Servicer and the
Trustee shall have the same rights and remedies to enforce the provisions of
this Agreement as if they were parties to this Agreement. The Servicer shall
only take direction from the Master Servicer (if direction by the Master
Servicer is required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations of the
Trust Fund, the Depositor, the Master Servicer and the Trustee hereunder (other
than the right to indemnification) shall terminate upon termination of the
Pooling and Servicing Agreement and of the Trust Fund pursuant to the Pooling
and Servicing Agreement.
|
49.
|
Exhibit
D (Data File Elements) is hereby amended in its entirety by replacing
it
with Exhibits D-1 (Monthly Remittance Advice), D-2 (Standard Layout
for
Monthly Defaulted Loan Report) and Exhibit D-3 (Form of Loan Loss
Report),
each as attached hereto and which shall be mutually acceptable to
the
parties hereto.
|
A-12
|
50.
|
Exhibit
L (Transaction Parties) is hereby added to the SWSA.
|
A-13
EXHIBIT
B
Pooling
and Servicing Agreement
X-0
XXXXXXX
X
XXXX
X-0
Xxxxxxx
X-0
MONTHLY
REMITTANCE ADVICE
|
|
|
|
|
|
FIELD
|
FIELD
|
FIELD
|
|
|
#
|
NAME
|
DEFINITION
|
|
|
Current
Monthly Remit File reported by Investor Services to Master Servicers
&
Investors:
|
|
||
|
1
|
S50YDATE
|
Cutoff
Date
|
|
|
2
|
CLIENT
|
WF
Client Number
|
|
|
3
|
INVNUM
|
WF
Investor Number
|
|
|
4
|
CATNUM
|
WF
Category Number
|
|
|
5
|
POOLNUM
|
Pool
Number
|
|
|
6
|
LOANNUMBER
|
WF
Loan Number
|
|
|
7
|
INVLNNO
|
Investor
Loan Number
|
|
|
8
|
SCHPRIN
|
Scheduled
Principal Payment
|
|
|
9
|
SCHNETINT
|
Scheduled
Net Interest Amount
|
|
|
10
|
CURTDATE
|
Curtailment
Date
|
|
|
11
|
CURTCOL
|
Total
Curtailment Amount
|
|
|
12
|
CURTADJ
|
Total
Curtailment Int Adjustment Amount
|
|
|
13
|
CURTREMIT
|
Total
Curtailment Remittance Amount
|
|
|
14
|
INTRATE
|
Interest
Rate
|
|
|
15
|
SFRATE
|
Service
Fee Rate
|
|
|
16
|
YIELD
|
Pass
Through Rate
|
|
|
17
|
PANDI
|
Principal
and Interest Payment
|
|
|
18
|
BEGSCHPB
|
Beginning
Scheduled Balance
|
|
|
19
|
ENDSCHPB
|
Ending
Scheduled Balance
|
|
|
20
|
BEGPB
|
Beginning
Principal Balance
|
|
|
21
|
ENDPB
|
Ending
Principal Balance
|
|
|
22
|
DUEDATE
|
Due
Date
|
|
|
23
|
PRINCOL
|
Principal
Collected
|
|
|
24
|
INTCOL
|
Interest
Collected
|
|
|
25
|
SFCOL
|
Service
Fee Collected
|
|
|
26
|
BUYDOWN
|
Buydown
Amount
|
|
|
27
|
SCHREMIT
|
Schedule
Principal and Net Interest Remittance Amount
|
|
|
28
|
TYPE
|
Populated
if "ARM" loan
|
|
|
29
|
PIFDATEPAID
|
Payoff
Date
|
|
|
30
|
PIFPRINPAID
|
Payoff
Principal Paid
|
|
|
31
|
PIFNETINTPAID
|
Payoff
Net Interest Paid
|
|
|
32
|
PIFPENALTYINTPAID
|
Payoff
Prepayment Penalty Paid
|
|
|
33
|
PIFREMIT
|
Total
Payoff Remittance Amount
|
|
|
34
|
PENDING
|
Pending
Transfer Flag
|
|
|
35
|
MESSAGE
|
Messages
|
|
|
36
|
SORTABLELOANNUMBER
|
Loan
Number
|
|
|
37
|
NOTES
|
Loan
Notes from Reporter
|
|
D-1-1
|
38
|
PRINDIFF
|
Loan
Sale Difference
|
|
|
39
|
PRINADJ
|
Loan
Sale Difference Interest Adjustment
|
|
|
Additional
Fields to be added as a result of REG AB (per
CTS):
|
|
||
|
40
|
SSCRAREMIT
|
Soldiers
and Sailors Remittance Amount
|
|
|
41
|
CLAIMSREMIT
|
Claims
Remittance Amount
|
|
|
42
|
MISCREMIT
|
Miscellaneous
Remittance Amount
|
|
|
43
|
TOTALREMIT
|
Total
Remittance Amount
|
|
|
44
|
PPPAMOUNT
|
Prepayment
Penalty Calculated Amount
|
|
|
45
|
PPPWAIVED
|
Prepayment
Penalty Waived Amount
|
|
|
46
|
PPPPAIDBYBORROWER
|
Prepayment
Penalty Paid by the Borrower
|
|
|
47
|
PPPPAIDBYSERVICER
|
Prepayment
Penalty Paid by the Servicer
|
|
|
48
|
MODEFFDATE
|
Modification
Effective Date
|
|
|
49
|
MODTYPE
|
Modification
Type (See Mod Type tab)
|
|
|
50
|
ACTIONCODE
|
Action
Code (See Action Code Tab - Just 63 & 65)
|
|
|
51
|
ACTUALDUEDATE
|
Actual
loan due date
|
|
|
52
|
ACTUALPRINBAL
|
Actual
Loan Principal Balance
|
|
|
Calculation:
|
|
||
|
TotalRemit
= Remit + PIFRemit + CurtRemit + SSCRARemit + ClaimsRemit +
MiscRemit
|
|||
|
MOD
TYPES
|
|
|
CODE
|
DESCRIPTION
|
|
1
|
Interest
Rate and Term
|
|
2
|
Interest
Rate, Term and Payment
|
|
3
|
Term
and Payment
|
|
4
|
Bond
Agency Requested Payment Change
|
|
5
|
Step
Rate Mod - Predetermined P & I that graduates to maximum
level
|
|
6
|
Interest
Only Mod
|
|
7
|
Large
Curtailment (Reamortization)
|
|
8
|
Court
Ordered Interest Rate
|
|
9
|
Court
Ordered Interest Rate and Term
|
|
A
|
Court
Ordered Principal Balance
|
|
B
|
Court
Ordered Term
|
|
C
|
Conversion
|
|
D
|
Court
Ordered Term and Payment
|
|
E
|
Court
Ordered Interest Rate, Term and Payment
|
|
F
|
Court
Ordered Principal Balance, Term and Payment
|
|
G
|
Court
Ordered Principal Balance and Term
|
|
H
|
Energy
Adjustment Value Interest Rate
|
|
I
|
Interest
Rate
|
|
J
|
Principal
Balance, Term and Payment
|
|
K
|
Principal
Balance and Term
|
|
L
|
Legal/Exec
Interest Rate and Term
|
|
M
|
Multiple
Mods
|
|
N
|
Legal/Exec
Interest Rate
|
D-1-2
|
O
|
Legal/Exec
Principal Balance
|
|
P
|
Principal
Balance Adjustments
|
|
Q
|
Legal/Exec
Term
|
|
R
|
Legal/Exec
Term and Payment
|
|
S
|
Legal/Exec
Interest Rate, Term and Payment
|
|
T
|
Term
|
|
U
|
Legal/Exec
Principal Balance, Term and Payment
|
|
V
|
Legal/Exec
Principal Balance and Term
|
|
W
|
Interest
Rate and Principal Balance
|
|
X
|
Interest
Only Loan Closed as P&I In Error
|
|
Y
|
Modify
Legal Description
|
|
Z
|
SCRA
(Soldier & Sailors)
|
|
ACTION
CODES
|
|
|
CODE
|
DESCRIPTION
|
|
15
|
Bankruptcy
|
|
30
|
Foreclosure
|
|
60
|
Payoff
|
|
63
|
Substitution
|
|
65
|
Repurchase
|
|
70
|
REO
|
D-1-3
Exhibit
D-2
STANDARD
LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
|
ID
|
T383Date
|
Client
|
InvNum
|
State
Num
|
Loan
Type
|
PrinBal
|
Escrow
Bal
|
LnCount
|
ThirtyDay
Delinq
|
SixtyDay
Delinq
|
NintyDay
Delinq
|
OneTwenty
DayDelinq
|
Foreclosure
|
D-2-1
EXHIBIT
D-3
FORM
OF LOAN LOSS REPORT
|
Exhibit
3A: Calculation of Realized Loss/Gain Form 332
|
|||||||
|
Prepared
By:
|
|
|
Date:
|
|
|
||
|
Phone:
|
|
|
Email
Address:
|
|
|
||
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
|||||
|
|
|
|
|
1
Home Campus
|
|||
|
|
|
|
|
Xxx
Xxxxxx, XX 00000
|
|||
|
Xxxxx
Fargo Bank, N.A. Loan No.
|
|
|
|
|
|||
|
Borrower's
Name:
|
|
|
|
|
|
||
|
Property
Address:
|
|
|
|
|
|
||
|
Liquidation
Type:
|
REO
Sale
|
3rd
Party Sale
|
Short
Sale
|
Charge
Off
|
|||
|
Loan
Type
|
FHA
|
VA
|
Conventional
|
||||
|
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
|
$
|
|
||||
|
(2)
|
Interest
Accrued at Net Rate
|
|
|||||
|
(3)
|
Accrued
Servicing Fees
|
|
|||||
|
(4)
|
Attorney's
Fees
|
|
|||||
|
(5)
|
Taxes
(see page 2)
|
|
|||||
|
(6)
|
Property
Maintenance
|
|
|||||
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
|
|||||
|
(8)
|
Utility
Expenses
|
|
|||||
|
(9)
|
Appraisals/BPO
|
|
|||||
|
(10)
|
Property
Inspections
|
|
|||||
|
(11)
|
FC
Costs/Other Legal Expenses
|
|
|||||
|
(12)
|
Other
(itemize)
|
bnky
fees
|
|
||||
D-3-1
|
(12)
|
Other
(itemize)
|
bnky
cst
|
|
||||
|
(12)
|
HOA/Condo
Fees
|
|
|||||
|
(12)
|
Xxxxx
Fargo Owned Servicing Rights Gain on REO Sale
|
|
|||||
|
(13)
|
Total
Expenses:
|
|
|||||
|
Credits:
|
|||||||
|
(14)
|
Escrow
Balance
|
$
|
|
||||
|
(15)
|
HIP
Refund
|
|
|||||
|
(16)
|
Rental
Receipts
|
|
|||||
|
(17)
|
Hazard
Loss Proceeds
|
|
|||||
|
(18)
|
Primary
Mortgage Insurance/Gov't Insurance
|
|
|||||
|
(18a)
|
HUD
Part A
|
|
|||||
|
(18b)
|
HUD
Part B
|
|
|||||
|
(19)
|
Pool
Insurance Proceeds
|
|
|||||
|
(20)
|
Proceeds
from Sale of Acquired Property
|
|
|||||
|
(21)
|
Other
(itemize)
|
MI
Proceeds
|
|
||||
|
(21)
|
|
|
|||||
|
(22)
|
Total
Credits:
|
|
|||||
|
(23)
|
Total
Realized Loss (or Amount of Gain):
|
|
|||||
D-3-2
EXHIBIT
L
TRANSACTION
PARTIES
Trustee:
Deutsche Bank National Trust Company
Securities
Administrator: Xxxxx Fargo Bank, N.A.
Master
Servicer: Xxxxx Fargo Bank, N.A.
Credit
Risk Manager: N/A.
PMI
Insurer(s): N/A.
Yield
Maintenance Provider: N/A
Servicer(s):
Xxxxx
Fargo Bank, X.X.
X.X.
Central Credit Union
PHH
Mortgage Corporation
Central
Mortgage Company
GMAC
Mortgage Corporation
|
Originator(s):
|
Xxxxx
Fargo Bank, N.A.
|
|
First
National Bank of Arizona
|
|
Greenpoint
Mortgage Funding, Inc.
|
|
PHH
Mortgage Corporation
|
|
UBS
Mortgage LLC
|
|
U.S.
Central Credit Union
|
Custodian(s):
Deutsche Bank National Trust Company
Xxxxx
Fargo Bank, N.A.
Seller:
Greenwich Capital Financial Products, Inc.
L-1-1
SCHEDULE
I
Schedule
of the Mortgage Loans
[To
be
retained in a separate closing binder entitled “RBSGC 2007-B Mortgage Loan
Schedules” at the Washington, DC offices of XxXxx Xxxxxx LLP]
Schedule
I
