RECONSTITUTED SERVICING AGREEMENT
This
Reconstituted Servicing Agreement (this “Agreement”) is made this October 1,
2006, by and among GMAC MORTGAGE, LLC (as successor by merger to GMAC Mortgage
Corporation), as servicer (the “Servicer”), GREENWICH CAPITAL ACCEPTANCE, INC.,
as depositor (the “GCA” or the “Depositor”) and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., as owner (“GCFP” or the “Owner”) and is acknowledged
by
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as
Trustee (the “Trustee”) of the HarborView Mortgage Loan Trust 2006-SB1 (the
“Trust Fund”) created under the Pooling and Servicing Agreement (defined
below).
RECITALS
WHEREAS,
GCFP
has acquired certain mortgage loans listed on Schedule One hereto from Secured
Bankers Mortgage Company (the “Originator”) on a servicing released basis and
has retained the Servicer to service such Mortgage Loans (the “Serviced Mortgage
Loans”) pursuant to an Amended and Restated Master Interim Servicing Agreement
between the Owner and the Servicer, dated as of January 1, 2006 (the “Servicing
Agreement”), a copy of which is annexed hereto as Exhibit Two;
WHEREAS,
pursuant to Section 12.11, GCFP has the right, without the consent of the
Servicer, to assign, in whole or in part, its interest under the Servicing
Agreement with respect to some or all of the Serviced Mortgage Loans, and
designate any person to exercise all or a portion of its rights under the
Servicing Agreement with respect to such Serviced Mortgage Loans, provided
such
person executes an assignment and assumption agreement reasonably acceptable
to
the Servicer;
WHEREAS,
The
Owner proposes, pursuant to (i) a mortgage loan purchase agreement (the
“Mortgage Loan Purchase Agreement”), dated as of October 1, 2006, between the
Owner and the Depositor, and (ii) a pooling and servicing agreement (the
“Pooling and Servicing Agreement”), dated as of October 1, 2006, among the
Owner, as seller, the Depositor and the Trustee to transfer the Serviced
Mortgage Loans (other than the Servicing Rights with respect to such Serviced
Mortgage Loans) to the Trust Fund as part of a publicly-issued and
privately-placed, rated mortgage securitization. A copy of the Pooling and
Servicing Agreement is annexed hereto as Exhibit Three;
WHEREAS,
in
connection with the mortgage securitization, the Owner and the Servicer agree
that (a) the assignment of the Serviced Mortgage Loans (other than the Servicing
Rights with respect to such Serviced Mortgage Loans) under the Servicing
Agreement to be accomplished by the Mortgage Loan Purchase Agreement and the
Pooling and Servicing Agreement each constitutes a valid assignment from the
Owner to the Depositor, and from the Depositor to the Trustee on behalf of
the
Trust Fund of the Owner’s rights and obligations under the Servicing Agreement
to the extent provided therein, (b) on and after such assignments the provisions
of the Servicing Agreement shall continue to apply to the Serviced Mortgage
Loans, but only to the extent provided by this Agreement and (c) this Agreement
shall govern the servicing of the Serviced Mortgage Loans for so long as they
remain subject to the provisions of the Pooling and Servicing
Agreement;
WHEREAS,
pursuant to this Agreement, the Trustee shall be obligated, among other things,
to supervise the servicing of the Serviced Mortgage Loans, and shall have the
right to terminate the rights and obligations of the Servicer under this
Agreement upon the occurrence of an Event of Default (as defined by this
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 parties hereto hereby agree as follows:
AGREEMENT
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1.
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Definitions.
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“Servicing
Rights”: With respect to any Serviced Mortgage Loan, any and all of the
following: (a) the right to terminate the Servicer as servicer of such Mortgage
Loan, with or without cause, subject to Section 7.01 of the Pooling and
Servicing Agreement; (b) the right to transfer the Servicing Rights and/or
all
servicing obligations with respect to such Mortgage Loan, subject to Section
7.01 of the Pooling and Servicing Agreement; (c) the right to the Servicing
Fee,
less the GMACM Subservicing Fee and (d) powers and privileges incident to any
of
the foregoing.
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2.
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Servicing;
Incorporation by Reference of Servicing Agreement
Provisions.
The Servicer agrees, with respect to the Serviced Mortgage Loans,
to
perform and observe the duties, responsibilities and obligations
that are
to be performed and observed under the provisions of the Servicing
Agreement, as modified by the provisions of this Agreement and Exhibit
One
hereto, for the benefit of the Trust Fund, 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.
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The
Servicer additionally agrees that the Servicer will fully furnish, in accordance
with the Fair Credit Reporting Act of 1970, as amended (the “Fair Credit
Reporting Act”) and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files
to
Equifax, Experian, and Trans Union Credit Information Company (three of the
credit repositories) on a monthly basis.
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3.
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Trust
Fund Cut-off Date.
The parties hereto acknowledge that by operation of Section 5.01
of the
Servicing Agreement (as modified by this Agreement) the remittance
on
November 20, 2006 to be made to the Trust Fund is to include all
principal
collections due after October 1, 2006 (the “Trust Fund Cut-off Date”),
plus interest thereon at the Mortgage Loan Remittance Rate collected
during the immediately preceding Due Period, but exclusive of any
portion
thereof allocable to a period prior to the Trust Fund Cut-off Date,
and
taking into account the adjustments specified in Section 5.01(a)
of the
Servicing Agreement (as modified by this
Agreement).
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4.
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GMACM
Subservicing Fee.
The “GMACM Subservicing Fee” for the Serviced Mortgage Loans serviced
under this Agreement shall be an amount equal to (a) one-twelfth
the
product of (i) the GMACM Subservicing Fee Rate and (ii) the outstanding
principal balance of the such Serviced Mortgage Loan as of the first
day
of the related month. The “GMACM Subservicing Fee Rate” shall be an annual
fee equal to 0.025% of the Assumed Principal Balance of each Serviced
Mortgage Loan. The GMACM Subservicing Fee shall be payable monthly
from
the interest portion (including recoveries with respect to interest
from
Liquidation Proceeds) of each Monthly Payment collected by the Servicer
(or as otherwise provided under Section 4.05 of the Servicing Agreement).
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2
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5.
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Termination
of Servicer.
The Servicer, including any successor servicer hereunder, shall be
subject
to the supervision of the Trustee, which Trustee shall be obligated
to
enforce the Servicer’s obligation to service the Serviced Mortgage Loans
in accordance with the provisions of this Agreement. The Trustee,
acting
on behalf of the Trust Fund, shall have the same rights (but not
the
obligations) as the Owner to enforce the obligations of the Servicer
under
the Servicing Agreement and unless otherwise specified in Exhibit
One to
this Agreement, references to the “Owner” in the Servicing Agreement shall
include the “Trustee”; provided, however, that any obligation of the Owner
to pay or reimburse the Servicer shall be satisfied from funds available
in the Custodial Account or the Trust Fund. The Trustee shall be
entitled
to terminate the rights and obligations of the Servicer under this
Agreement upon the occurrence of an Event of Default under Section
9.01 of
the Servicing Agreement (as modified by this Agreement). Notwithstanding
anything herein to the contrary, in no event shall the Trustee be
required
to assume any of the obligations of the Owner under the Servicing
Agreement and, in connection with the performance of the Trustee’s duties
hereunder, the parties and other signatories hereto agree that the
Trustee
shall be entitled to all the rights, protections and limitations
of
liability afforded to the Trustee under the Pooling and Servicing
Agreement.
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6.
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Representations.
The Servicer hereby reaffirms as of the Closing Date (as defined
in the
Pooling and Servicing Agreement) the representations and warranties
made
pursuant to Section 3.01 of the Servicing Agreement for the benefit
of the
Trust Fund.
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7.
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Notices.
All notices, consents, certificates or reports (collectively “written
information”) required to be delivered hereunder between or among the
parties hereto (including any third party beneficiary thereof) shall
be in
writing, may be in the form of facsimile or electronic transmission,
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.
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All
written information required to be delivered to the Trustee hereunder shall
be
delivered to the Trustee at the following address:
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention:
HarborView 2006-SB1-GC06HSB1
All
remittances required to be made to the Trustee under this Agreement shall be
on
a scheduled/scheduled basis and made to the following wire account:
3
Deutsche
Bank National Trust Company
ABA
#:
000000000
ABA
Name:
Deutsche Bank Trust Company - Americas
Account
Number: 000-00-000
Account
Name: NYLTD Funds Control - Stars West
Attn:
Xxxxx Xxxxxxxxxx/HVMLT 2006-SB1
All
written information required to be delivered to the Owner hereunder shall be
delivered to the Owner at the following address:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (HarborView 2006-SB1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
written information required to be delivered to the Depositor hereunder 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-SB1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
written information required to be delivered to the Servicer hereunder shall
be
delivered to the Servicer at the following address:
GMAC
Mortgage, LLC
0000
Xxxxxxx Xxxxxx
Xxxxxxxx,
Xxxx 00000
Attention:
General Servicing Manager (HarborView 2006-SB1)
Facsimile:
(000) 000-0000
GMAC
Mortgage, LLC
000
Xxxxxx Xxxx
Xxxxxxx,
Xxxxxxxxxxxx 00000
Attention:
General Counsel and Executive Vice President of National Loan Administration
(HarborView 2006-SB1)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
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8.
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Acknowledgement.
The Servicer hereby acknowledges that the rights of the Owner under
the
Servicing Agreement as modified by this Agreement (other than the
Servicing Rights with respect to the Serviced Mortgage Loans) will
be
assigned to the Depositor under the Mortgage Loan Purchase Agreement
and
by the Depositor to the Trust Fund under the Pooling and Servicing
Agreement and that each such assignment will constitute a valid assignment
of the rights of the Owner under the Servicing Agreement (other than
the
Servicing Rights with respect to the Serviced Mortgage Loans) to
the
Depositor and from the Depositor to the Trust Fund pursuant to Section
11.01 of the Servicing Agreement. The Servicer hereby consents to
such
assignments and acknowledges the Trust Fund’s REMIC
election.
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4
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9.
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Servicing
Rights.
Notwithstanding anything provided herein to the contrary, each of
the
parties hereto agrees and acknowledges that GCFP is the owner of
the
Servicing Rights with respect to the Serviced Mortgage Loans, provided
that,
the Servicer shall have the right to receive the GMAC Subservicing
Fee as
provided in the Agreement.
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10.
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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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| 11. |
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.
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5
Executed
as of the day and year first above written.
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GMAC
MORTGAGE, LLC (as successor by merger to GMAC Mortgage
Corporation),
as
Servicer
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| By: | /s/ Xxxxxx X. Xxxxxxx | |
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Name: Xxxxxx X. Xxxxxxx |
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| Title: Vice President | ||
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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
as
Owner
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||
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| By: |
/s/
Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxx |
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| Title: Senior Vice President | ||
Acknowledged
By:
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in
its individual capacity, but solely as Trustee
for
HarborView 2006-SB1 Trust Fund
under
the
Pooling and Servicing Agreement
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
EXHIBIT
ONE
Modifications
to the Servicing
Agreement
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1.
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A
new definition of “Acceptable Successor Servicer” is hereby added to
Article I, immediately prior to the definition of “Accepted Servicing
Practices” to read as follows:
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“Acceptable
Successor Servicer”: A Servicer that meets each of the following
characteristics: (i) such Servicer is a Xxxxxxx Mac- or Xxxxxx Mae-approved
servicer, (ii) such Servicer has been approved by each Rating Agency, as
evidenced by a letter from 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 and (iii) such
Servicer is reasonably acceptable to the Trustee.
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2.
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A
new definition of “Adverse REMIC Event” is hereby added to Article I,
immediately after the definition of “Accepted Servicing Practices” to read
as follows:
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“Adverse
REMIC Event”: Any action or omission by the Servicer that would cause the Trust
Fund to (i) endanger the status of any REMIC related thereunder or (ii) result
in the imposition of a tax upon the REMIC, including but not limited to, the
tax
on prohibited transactions as defined in Code Section 860F(a)(2) and the tax
on
prohibited contributions set forth in Section 860G of the Code.
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3.
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A
new definition of “Assumed Principal Balance” is hereby added to Article
I, immediately after the definition of “ARM Loan,” to read as
follows:
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“Assumed
Principal Balance”: As to each Mortgage Loan as of any date of determination,
(i) the principal balance of the Mortgage Loan outstanding as of the Trust
Fund
Cut-off Date after application of payments due on or before the Trust Fund
Cut-off Date, whether or not received, minus (ii) all amounts previously
distributed to the Trustee with respect to the Serviced Mortgage Loan pursuant
to Section 5.01 and representing (a) payments or other recoveries of principal
or (b) advances of scheduled principal payments made pursuant to Section
5.04.
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4.
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The
definition of “Business Day” in Article I is hereby amended by restating
clause (ii) of such definition to read as
follows:
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(ii)
a
day on which banks and savings and loan institutions in the Commonwealth of
Pennsylvania, the State of Maryland, the State of Minnesota or the State of
New
York are authorized or obligated by law or executive order to be
closed.
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5.
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The
definition of “Escrow Account” in Article I shall be amended by replacing
the reference to “Servicer Escrow Account, in trust for Greenwich Capital
Financial Products, Inc., Owner of Whole Loans, and various Mortgagors”
with “Servicer Escrow Account, in trust for Deutsche
Bank National Trust Company, as trustee of the HarborView Mortgage
Loan
Trust 2006-SB1, and various
Mortgagors.”
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6.
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A
new definition of “GMACM Subservicing Fee” shall be added to Article I,
immediately before the definition of “HUD”, to read as
follows:
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Exhibit
One-1
“GMACM
Subservicing Fee”: an amount equal to (a) one-twelfth the product of (i) the
GMACM Subservicing Fee Rate and (ii) the outstanding principal balance of the
such Serviced Mortgage Loan as of the first day of the related
month.
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7.
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A
new definition of “GMACM Subservicing Fee Rate” shall be added to Article
I, immediately before the definition of “HUD”, to read as
follows:
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“GMACM
Subservicing Fee Rate”: shall be an annual fee equal to 0.025% of the Assumed
Principal Balance of each Mortgage Loan.
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8.
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The
definition of “Mortgage Interest Rate” in Article I is hereby amended by
adding the words “net of any Relief Act Reduction” after the word “Note”
and before the period at the end of such defined term.
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9.
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A
new definition of “Mortgage Loan Remittance Rate” is hereby added to
Article I, immediately before the definition of “Mortgage Loan Schedule”,
to read as follows:
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“Mortgage
Loan Remittance Rate”: As to each Mortgage Loan, the annual rate of interest
required to be remitted hereunder to the Trustee, which shall be equal to the
related Mortgage Interest Rate minus
the
related GMACM Subservicing Fee Rate.
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10.
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The
definition of “Nonrecoverable Advance” in Article I is hereby amended by
adding the words “or any P&I Advance made pursuant to Section 5.04”
immediately after the words “Servicing Advance” in such defined
terms.
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11.
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The
definition of “Opinion of Counsel” in Article I is hereby amended by
adding the following proviso immediately after the word “party” and before
the period at the end of such defined
term:
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;
provided
that any
Opinion of Counsel relating to (a) qualification of the Serviced Mortgage Loans
in a REMIC or (b) compliance with the REMIC Provisions, must be an opinion
of
counsel reasonably acceptable to the Trustee and the Owner, who (i) is in fact
independent of the Servicer of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in the Servicer of the Serviced
Mortgage Loans or in an affiliate of either and (iii) is not connected with
the Servicer of the Serviced Mortgage Loans as an officer, employee, director
or
person performing similar functions.
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12.
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A
new definition of “P&I Advance” is hereby added to Article I,
immediately before the definition of Partial Principal Prepayment,
to read
as follows.
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“P&I
Advance”: As to any Serviced Mortgage Loan, any advance made by the Servicer of
principal and/or interest on a Serviced Mortgage Loan pursuant to Section
5.04.
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13.
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A
new definition of “Prepayment Interest Shortfall” is added to Article I,
immediately before the definition of “Primary Mortgage Insurance Policy”,
to read as follows:
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“Prepayment
Interest Shortfall”: As to any Remittance Date and any Serviced Mortgage Loan,
(a) if such Serviced Mortgage Loan was the subject of a Full Principal
Prepayment during the related Principal Prepayment Period, the excess of one
month’s interest (adjusted to the Mortgage Loan Remittance Rate) on the Assumed
Principal Balance of such Serviced Mortgage Loan outstanding immediately prior
to such prepayment, over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the Mortgagor in respect of such Principal
Prepayment Period, and (b) if such Serviced Mortgage Loan was the subject of
a
Partial Principal Prepayment during the related Principal Prepayment Period,
an
amount equal to one month’s interest at the Mortgage Loan Remittance Rate on the
amount of such Partial Principal Prepayment.
Exhibit
One-2
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14.
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A
new definition of “Principal Prepayment Period” is hereby added to Article
I, immediately before the definition of “Prior Servicers” to read as
follows:
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“Principal
Prepayment Period”: As to any Remittance Date, the calendar month preceding the
calendar month in which such Remittance Date occurs.
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15.
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New
definitions of “Relief Act Reduction”, “REMIC” and “REMIC Provisions” are
hereby added to Article I immediately following the definition of
“Recourse Obligation” 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 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.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“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.
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16.
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The
definition of “Remittance Date” in Article I of the Agreement is hereby
amended and restated in its entirety to read as
follows:
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“Remittance
Date”: The 18th
day of
any month, or if such 18th
day is
not a Business Day, the first Business Day immediately preceding such
day.
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17.
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The
definition of
“Servicing Fee” is hereby deleted in its
entirety.
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18.
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A
new definition of
“Termination Fee” is added to Article I, immediately before the definition
of “Seller”, to read as follows:
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“Termination
Fee”: The amount that the Owner shall be required to pay to the Servicer as
liquidated damages as a result of the Owner terminating this Agreement without
cause with respect to some or all of the Mortgage Loans pursuant to Section
10.01 hereof.
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19.
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Section
3.01 (Representations and Warranties of the Servicer) is hereby amended
by:
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(a)
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by
deleting the word “corporation” in clause (a) and replacing it with the
words “limited liability company”.
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(b)
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by
deleting the words “articles of incorporation or bylaws” in clause (c) and
replacing it with the words “articles of organization or operating
agreement”.
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Exhibit
One-3
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(c)
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by
adding a new clause (g) to read as
follows:
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(g)
With
respect to each Mortgage Loan, the Servicer has fully and accurately furnished
complete information (i.e., favorable and unfavorable) on the related borrower
credit files to Equifax, Experian and Trans Union Credit Information Company,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and, for each Mortgage Loan, the Servicer will furnish,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information on its borrower credit files to Equifax,
Experian, and Trans Union Credit Information Company, on a monthly
basis.
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20.
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Section
3.02 (Representations and Warranties of Owner) is hereby deleted
in its
entirety.
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21.
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Section
4.01 (Servicer to Act as Servicer) is hereby amended
by:
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(a)
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adding
the following proviso after the word “Practices” and immediately before
the period at the end of the first sentence of the first paragraph
thereof:
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;
provided, however,
that
the Servicer shall not knowingly or intentionally take any action, or fail
to
take (or fail to cause to be taken) any action reasonably within its control
and
the scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any REMIC
created under the Pooling and Servicing Agreement to fail to qualify as a REMIC
or result in the imposition of a tax upon the Trust (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the
Code) unless the Servicer has received an Opinion of Counsel (but not at the
expense of the Servicer) to the effect that the contemplated action will not
cause any REMIC created under the Pooling and Servicing Agreement to fail to
qualify as a REMIC or result in the imposition of a tax upon any such REMIC
created thereunder.
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(b)
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adding
the following additional proviso after the word “Loan” and immediately
before the period at the end of the first sentence of the second
paragraph
thereof:
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;
and
provided
further,
no such
modification shall be permitted unless the Servicer shall have received written
approval from the Trustee that such modification, waiver or amendment would
not
cause an Adverse REMIC Event. The Trustee may, in its discretion, obtain an
Opinion of Counsel conforming such determination, costs which shall be a
reimbursable expense to the Trustee from the Trust Fund. Promptly after the
execution of any assumption, modification, consolidation or extension of any
Serviced Mortgage Loan, the Servicer shall forward to the Trustee copies of
any
documents evidencing such assumption, modification, consolidation or
extension;
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(c)
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adding
the following sentences to immediately follow the first sentence
of the
second paragraph:
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If,
with
the consent of the Trustee, the Servicer permits the deferral of interest or
principal payments on any Mortgage Loan, the Servicer shall include in each
remittance for any month in which any such principal or interest payment has
been deferred an amount equal to the amount that the Servicer would have been
required to advance pursuant to Section 5.04 if such deferred amounts had been
delinquent, and shall be entitled to reimbursement for such advances only to
the
same extent as for P&I Advances made pursuant to Section 5.04. 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;
and
Exhibit
One-4
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(d)
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adding
the following paragraph immediately after the second paragraph of
Section
4.01:
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The
Servicer shall not waive any prepayment penalty with respect to any Serviced
Mortgage Loan except as provided in this paragraph. If the Servicer or its
designee fails to collect the prepayment penalty upon any prepayment of any
Serviced Mortgage Loan which contains a prepayment penalty, the Servicer shall
pay to the Trust Fund at such time by means of a deposit into the Custodial
Account an amount equal to the prepayment penalty which was not collected;
provided, however, the Servicer shall not have any obligation to pay the amount
of any uncollected prepayment penalty under this Section 4.01 if the failure
to
collect such amount is the result of inaccurate or incomplete information
provided by the Owner and which is included as part of the Mortgage Loan
Schedule as Schedule One attached hereto. Notwithstanding the above, the
Servicer or its designee may waive a prepayment penalty without remitting the
amount of the foregone prepayment penalty to the Custodial Account if (i) such
waiver relates to a prepayment which is not a result of a refinancing by the
Servicer or any of its affiliates and (ii) the Serviced Mortgage Loan is in
default or foreseeable default and such waiver (a) is standard and customary
in
servicing similar mortgage loans to the Serviced Mortgage Loan and (b) would,
in
the reasonable judgment of the Servicer, maximize recovery of total proceeds
taking into account the value of such prepayment penalty and the related
Serviced Mortgage Loan or (iii) the collection of the prepayment penalty would
be in violation of applicable laws.
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(e)
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by
changing the words “Servicing Fee” in the last sentence of the third
paragraph to “GMACM Subservicing
Fee.”
|
|
22.
|
Section
4.04 (Establishment of Custodial Accounts; Deposits in Custodial
Accounts)
is hereby amended by:
|
|
(a)
|
adding
the following words after the word “Accounts” and before the period at the
end of the first sentence of the first
paragraph:
|
,
entitled “in trust for the Trustee of HarborView Mortgage Loan Trust
2006-SB1”;
|
(b)
|
adding
the following new sentence immediately after the second sentence
of the
first paragraph:
|
Any
investment of funds in the Custodial Account shall mature not later than the
Business Day next preceding the Remittance Date next following the date of
such
investment (except that (i) any investment in the institution in which the
Custodial Account is maintained may mature on such Remittance Date and
(ii) any other investment may mature on such Remittance Date if the
Servicer shall advance funds on such Remittance Date, to the extent necessary
to
make distributions to the Trust Fund) and shall not be sold or disposed of
prior
to maturity.
|
(c)
|
by
deleting the word “and” after the semi-colon in subclause (vi), replacing
the period with “; and” at the end of clause (vii) and adding new clause
(viii) to read as follows:
|
Exhibit
One-5
(viii) any
amounts required to be deposited in the Custodial Account pursuant to Section
5.05.
|
23.
|
Section
4.05 (Permitted Withdrawals from the Custodial Account) is hereby
amended
as follows:
|
|
(a)
|
by
adding a new subclause (ii) to read as
follows:
|
(ii) to
reimburse itself for P&I Advances, the Servicer’s right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the
related Serviced Mortgage Loan that represents payments of principal and/or
interest respecting which any such P&I Advance was made;
|
(b)
|
by
renumbering existing subclause (ii) as subclause (iv) and
amending and restating clause (iv) in its entirety to read as
follows:
|
(iv) to
reimburse itself first
for
unreimbursed Servicing Advances, second,
for
xxxxxxxxxxxx X&X Advances, and third
for any
unpaid GMACM Subservicing Fees, the Servicer’s right to reimburse itself
pursuant to this subclause (iv) with respect to any Serviced Mortgage Loan
being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and such other amounts as may be collected
by
the Servicer from the Mortgagor or otherwise relating to the Serviced Mortgage
Loan, it being understood that, in the case of any such reimbursement, the
Servicer’s right thereto shall be prior to the rights of the Trust
Fund;
|
(c)
|
by
changing the words “Servicing Fee” in subclause (iii) to “GMACM
Subservicing Fee”.
|
|
(d)
|
by
renumbering existing subclause (iv) (prior to any changes set forth
in
clause (b) above) as subclause (v) and amending and restating clause
(v)
in its entirety to read as follows:
|
(v) to
reimburse itself for unreimbursed Servicing Advances and P&I Advances made
pursuant to Section 5.04 to the extent that such amounts are nonrecoverable
by
the Servicer pursuant to subclause (iv) above;
|
24.
|
Section
4.06 (Establishment of Escrow Accounts; Deposits in Escrow Accounts)
shall
be amended by adding the following words after the word “Accounts” and
immediately before the period at the end of the first
sentence:
|
;
entitled “in trust for the Trustee of the HarborView Mortgage Loan Trust
2006-SB1”.
|
25.
|
Section
4.12 (Fidelity Bond; Errors and Omissions Insurance) is hereby amended
by
adding the following the words after the last
sentence:
|
The
Company shall provide to the Owner and the Trustee a copy of the policy and
the
Fidelity Bond, or evidence of the same, upon request.
26. Section
4.13 (Title,
Management and Disposition of REO Property) is hereby amended and restated
in
its entirety to read as follows:
Section
4.13 Title,
Management and Disposition of REO Property.
Exhibit
One-6
If
title
to a Mortgaged Property is acquired in foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be taken in the name of
the
Servicer or its nominee, in either case as nominee, for the benefit of the
Trustee on behalf of the Trust Fund on the date of acquisition of title (the
"REO Owner"). In the event the Servicer is not authorized or permitted to hold
title to real property in the state in which the REO Property is located, or
would be adversely affected under the "doing business" or tax laws of such
state
by so holding title, the deed or certificate of sale shall be taken in the
name
of such Person or Persons as shall be consistent with an Opinion of Counsel
obtained by the Servicer, at expense of the Trust Fund, from an attorney duly
licensed to practice law in the state where the REO Property is located. The
Person or Persons holding such title other than the Trust Fund shall acknowledge
in writing that such title is being held as nominee for the REO Owner.
The
Servicer shall notify the Trustee in accordance with Accepted Servicing
Procedures of each acquisition of REO Property upon such acquisition, and
thereafter assume the responsibility for marketing such REO Property in
accordance with Accepted Servicing Procedures. Thereafter, the Servicer shall
continue to provide certain administrative services to the Trust Fund relating
to such REO Property as set forth in this Section 4.13. The REO Property must
be
sold within three years following the end of the calendar year of the date
of
acquisition, unless a REMIC election has been made with respect to the
arrangement under which the Serviced Mortgage Loans and REO Property are held
and (i) the Trustee shall have been supplied by the Servicer with an Opinion
of
Counsel to the effect that the holding by the related trust of such Mortgaged
Property subsequent to such three-year period (and specifying the period beyond
such three-year period for which the Mortgaged Property may be held) will not
result in the imposition of taxes on “prohibited transactions” of the related
trust as defined in Section 860F of the Internal Revenue Code of 1986, as
amended (the “Code”), or cause the related REMIC to fail to qualify as a REMIC,
in which case the related trust may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel), or (ii) the
Servicer shall have applied for, prior to the expiration of such three-year
period, an extension of such three-year period in the manner contemplated by
Section 856(e)(3) of the Code, in which case the three-year period shall be
extended by the applicable period. If a period longer than three years is
permitted under the foregoing sentence and is necessary to sell any REO
Property, (i) the Servicer shall report monthly to the Trustee as to progress
being made in selling such REO Property and (ii) if, with the written consent
of
the Trustee, a purchase money mortgage is taken in connection with such sale,
such purchase money mortgage shall name the Servicer as mortgagee, and such
purchase money mortgage shall not be held pursuant to this Agreement, but
instead a separate participation agreement between the Servicer and the Trustee
on behalf of the Trust Fund shall be entered into with respect to such purchase
money mortgage.
Notwithstanding
any other provision of this Agreement, if a REMIC election has been made, no
Mortgaged Property held by a REMIC shall be rented (or allowed to continue
to be
rented) or otherwise used for the production of income by or on behalf of the
Trust Fund or sold in such a manner or pursuant to any terms that would (i)
cause such Mortgaged Property to fail to qualify at any time as “foreclosure
property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the
Trust Fund to the imposition of any federal or state income taxes on “net income
from foreclosure property” with respect to such Mortgaged Property within the
meaning of Section 860G(c) of the Code, or (iii) cause the sale of such
Mortgaged Property to result in the receipt by the Trust Fund or any income
from
non-permitted assets as described in Section 860F(a) (2)(B) 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.
The
Servicer, either itself or through an agent selected by the Servicer, shall
manage, conserve, protect and operate each REO Property for the REO Owner solely
for the purpose of its prompt disposition and sale, and in the same manner
that
it would be required to manage, conserve, protect and operate foreclosed
property for its own account (subject to the condition described in the second
paragraph of Section 4.02). The Servicer shall attempt to sell the same (and
may
temporarily rent the same) on such terms and conditions as the Servicer deems
to
be in the best interest of the REO Owner.
Exhibit
One-7
The
Servicer shall cause to be deposited in the Escrow Account, on a daily basis
upon receipt thereof, all revenues received with respect to the conservation
and
disposition of the related REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the related
REO Property, including the cost of maintaining any hazard insurance pursuant
to
Section 4.10 hereof and the fees of any managing agent acting on behalf of
the
Servicer. In the event the Servicer chooses to manage the related REO Property,
the Servicer shall be entitled to receive a management fee in an amount equal
to
the greater of $1,500 or 1% of the sales price of the related REO Property
(the
“REO Disposition Fee”). The Servicer shall be entitled to deduct the REO
Disposition Fee directly from the REO Disposition proceeds prior to distribution
of the REO Distribution Proceeds to the Trustee. Any disbursement in excess
of
$5,000 shall be made only with the written approval of the REO Owner. For
purposes of the preceding sentence, any approval given by the Owner shall
constitute approval by the Trustee. On or before each Determination Date, the
Servicer shall withdraw from the Escrow Account and deposit into the Custodial
Account the net income from the REO Property on deposit in the Escrow Account
less any reserves required to be maintained in the Escrow Account from time
to
time to satisfy reasonably anticipated expenses. The Servicer shall furnish
to
the Trustee on each Remittance Date, an operating statement for each REO
Property covering the operation of each REO Property for the previous month
and
the Servicer's efforts in connection with the sale of that REO Property. Such
statement shall be accompanied by such other information as the Trustee shall
reasonably request.
Each
REO
Disposition shall be carried out by the Servicer at such price, and upon such
terms and conditions, as the Servicer deems to be in the best interests of
the
Trust Fund. If upon the acquisition of title to the Mortgaged Property by
foreclosure sale or deed in lieu of foreclosure or otherwise, there remain
outstanding xxxxxxxxxxxx X&X Advances pursuant to Section 5.04 with respect
to the Serviced Mortgage Loan or if, upon liquidation as provided in this
Section 4.13, there remain outstanding any unreimbursed Servicing Advances
with
respect to the Mortgaged Property or the Serviced Mortgage Loan, the Servicer
shall be entitled to reimbursement from the proceeds received in connection
with
the disposition of the Mortgaged Property, and from the Trust Fund if such
proceeds are insufficient, for any related unreimbursed Servicing Advances
or
related xxxxxxxxxxxx X&X Advances pursuant to Section 5.04. On the
Remittance Date immediately following the Principal Prepayment Period in which
REO Disposition Proceeds are received, the net cash proceeds of such REO
Disposition shall be distributed to the Trust Fund. In the event that the
Servicer is billed for expenses related to an REO Property subsequent to the
date on which the net cash proceeds of such REO Disposition are distributed
to
the REO Owner, the Servicer shall pay such expenses and shall thereupon be
entitled to reimburse itself therefor by withdrawing the amount of such expenses
from the Custodial Account.
|
27.
|
Section
5.01 (Remittances) is hereby amended and restated in its entirety
to read
as follows:
|
Section
5.01 Remittances.
(a) On
each
Remittance Date, the Servicer shall remit to the Trustee (i) all amounts
credited to the Custodial Account as of the close of business on the preceding
Determination Date (net of charges against or withdrawals from the Custodial
Account pursuant to Section 4.05(ii)-(v), plus
(ii) the
aggregate amount of P&I Advances, if any, and payments pursuant to Section
5.04, if any, that the Servicer is obligated to make on such Remittance Date,
plus
(iii)
the aggregate amount of any Prepayment Interest Shortfall existing as of such
Remittance Date, minus
(iv) any
amounts that represent early receipts of Monthly Payments due on a Due Date
or
Due Dates subsequent to the Due Date occurring in the month of such Remittance
Date (except to the extent that, pursuant to Section 5.04, any funds described
in this clause (iv) are to be remitted to the Trustee in lieu of P&I
Advances by the Servicer out of its own funds), and minus
(v) any
amounts that represent Full Principal Payments received in the month of such
Remittance Date (except to the extent pursuant to Section 5.04, any funds
disbursed in this clause (v) are to be remitted to the Trustee in lieu of
P&I Advances out of the Servicer’s own funds).
Exhibit
One-8
(b) Each
remittance pursuant to this Section 5.01 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 account which shall have
been designated by the Trustee.
(c) With
respect to any remittance received by the Trustee after the Business Day on
which such payment was due, the Servicer shall pay to the Trustee interest
on
any such late payment at an annual rate equal to the prime rate, adjusted as
of
the date of each change, plus two percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Servicer on the date such late payment
is made and shall cover the period commencing with the day following such
Business Day and ending with the Business Day on which such payment is made,
both inclusive. Such interest shall be remitted along with the distribution
payable on the next succeeding related Remittance Date.
|
28.
|
Section
5.02 (Statements to Owner) is hereby amended in its entirety to read
as
follows:
|
(a) Section
5.02 Statements
to the Trustee.
Not
later
than the tenth calendar day of each month (or if such calendar day is not a
Business Day, the immediately preceding Business Day), the Servicer
shall furnish to the Trustee (with a copy to the Sponsor) in the form of
Exhibit
H
(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 and (ii) all
such
information required pursuant to clause (i) above on a magnetic tape or other
similar media reasonably acceptable to the Trustee.
The
Servicer shall provide the Trustee with such information available to it
concerning the Serviced Mortgage Loans as is necessary for the Trustee to
prepare the Trust Fund’s federal income tax return as the Trustee may reasonably
request from time to time.
|
29.
|
A
new Section 5.04 (P&I Advances by the Servicer) is hereby added to the
Servicing
Agreement to read as follows:
|
Section
5.04 P&I
Advances by the Servicer.
Not
later
than the close of business on the Business Day preceding each Remittance Date,
the Servicer shall from its own funds deposit in the Custodial Account an amount
equal to all Monthly Payments that were due on the related Due Date and that
were delinquent at the close of business on the related Determination Date,
with
the interest adjusted to the respective Mortgage Loan Remittance Rates;
provided,
however, that to the extent there are funds on deposit in the Custodial Account
that are not otherwise required to be distributed to the Trustee on such
Remittance Date, the Servicer may remit such funds in lieu of making advances
of
its own funds; and further provided
that any
such funds held for future distribution and so used shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit
into
the Custodial Account on or before each Remittance Date to the extent that
funds
on deposit in the Custodial Account for the related Remittance Date (determined
without regard to P&I Advances required to be made on such Remittance Date)
shall be less than the aggregate amount required to be distributed to the
Trustee pursuant to Section 5.01 on such related Remittance Date. For purposes
of this Section 5.04, any Monthly Payment or portion thereof deferred pursuant
to Section 4.01 shall be considered delinquent until paid. The Servicer's
obligation to make P&I Advances as to any Mortgage Loan shall continue
through the Remittance Date following acquisition or disposition of title to
the
related Mortgaged Property through foreclosure or by delivery of a deed in
lieu
of foreclosure.
Exhibit
One-9
Notwithstanding
the provisions of this Section 5.04, the Servicer shall not be required to
make
any advance of principal and interest if, in the good faith judgment of the
Servicer, such advance of principal and interest will not ultimately be
recoverable from the related Mortgagor, from Liquidation Proceeds or
otherwise.
|
30.
|
A
new Section 5.05 (Prepayment Interest Shortfalls) is hereby added
to the
Servicing
Agreement to read as follows:
|
Not
later
than the close of business on the Business Day preceding each Remittance Date,
the Servicer shall from its own funds deposit in the Custodial Account an amount
equal to the aggregate Prepayment Interest Shortfall, if any, existing in
respect of the related Principal Prepayment Period. Such deposit shall be made
from the Servicer’s own funds, without reimbursement therefor, up to a maximum
amount of 0.375% per annum per Mortgage Loan.
|
31.
|
Section
6.03 (Servicing Compensation) is superseded by Section 4 of this
Agreement.
|
|
32.
|
Section
6.06 (Right to Examine Company Records) is hereby amended and restated
in
its entirety to read as follows:
|
If
any of
the Sponsor or the Trustee provide reasonable prior written notice, any such
party and its respective accountants, attorneys, or designees may examine the
Servicing Files relating to the Serviced Mortgage Loans and the REO Properties
during normal business hours of the Servicer at the Trust Fund's expense. The
examining party or parties shall provide to the Servicer a copy of any report
generated in connection with any such examination.
|
33.
|
Section
8.01 (Indemnification; Third Party Claims) is amended as
follows:
|
|
(a)
|
by
replacing the word “Owner” in the first line thereof with the words “Trust
Fund, the Trustee and the Depositor”; by replacing the word “Owner” or
“Owner’s” in the tenth, fourteenth and seventeenth lines thereof with the
word “Trustee”; and
|
|
(b)
|
by
adding the following text at the end of the first paragraph
thereof:
|
Exhibit
One-10
The
Servicer shall immediately notify the Trust Fund if a claim is made by a third
party with respect to this Agreement or any Mortgage Loans. The Servicer shall
follow any written instructions received from the Trust Fund in connection
with
such claim. The Servicer shall assume the defense of any such claim as directed
by the Trust Fund and may seek reimbursement from the Custodial Account for
all
amounts advanced by it pursuant to the preceding sentence except when such
third
party claim is in any way related to Servicer’s indemnification pursuant to this
Section 8.01 or the failure of the Servicer to service and administer the
Mortgage Loans in material compliance with this Agreement.
|
34.
|
Section
8.02 (Merger
or Consolidation of the Servicer) is hereby amended
by:
|
|
(a)
|
by
deleting the word “corporation” in the first paragraph and replacing it
with the words “limited liability
company”.
|
|
35.
|
Section
8.04 (Company Not to Resign) is hereby amended by (i) replacing the
word
“Owner” in the second line thereof with “Owner, as the owner of the
Servicing Rights and the Trustee,”.
|
|
36.
|
Section
8.05 (No Transfer of Servicing) is hereby amended
by:
|
|
(a)
|
changing
the words “Owner has” to “the Owner, as owner of the Servicing Rights,
has” in the second line; and
|
|
(b)
|
changing
the word to “Owner” in the eighth line thereof to “the Owner, as owner of
the Servicing Rights”.
|
|
37.
|
Section
8.07 (Notice of Settlement and Claims) is hereby deleted in its
entirety.
|
|
38.
|
Subsection
(a) of Section 9.01 (Event of Default) is hereby amended
by:
|
|
(a)
|
changing
any reference to “Owner” to
“Trustee;”
|
|
(b)
|
by
removing clause (ii) in its entirety and replacing it with the
following:
|
except
as
otherwise provided in Section 11.07(b), any failure on the part of the Servicer
duly to observe or perform in any material respect any other of the covenants
or
agreements on the part of the Servicer set forth in this Agreement, the breach
of which has a material adverse effect and which continue unremedied for a
period of thirty days (except that such number of days shall be fifteen in
the
case of a failure to pay any premium for any insurance policy required to be
maintained under this Agreement and such failure shall be deemed to have a
material adverse effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by
the
Trustee; or
|
(c)
|
by
removing the word “or” at the end of clause (vi), adding the word “or”
after clause (vii) and adding following new clause
(viii):
|
Exhibit
One-11
(viii) the
Servicer fails to meet the qualification of either a Xxxxxxx Mac or Xxxxxx
Mae
servicer (to the extent such entities are then operating in a capacity similar
to that in which they operate on the Closing Date);
|
(d)
|
by
deleting the reference to “Owner’s Event of Default” in its
entirety.
|
|
(e)
|
by
amending and restating paragraph (c) of such section to read as
follows:
|
If
an
Event of Default shall occur, then so long as such Event of Default shall not
have been remedied, the Trustee may, by notice in writing to the Servicer,
in
addition to whatever rights the Trustee may have at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Servicer under this Agreement and in and to the Serviced
Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer
of such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the successor appointed pursuant to Section 12.01. Upon
written request from the Trustee, the Servicer shall prepare, execute and
deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, and do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Serviced
Mortgage Loans and related documents, or otherwise, at the Servicer's sole
expense. The Servicer shall cooperate with the Trustee and such successor in
effecting the termination of the Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer to such successor for
administration by it of all cash amounts (less any amounts due the Servicer
pursuant to the terms of this Agreement) which shall at the time be credited
by
the Servicer to the Custodial Account or Escrow Account or thereafter received
with respect to the Serviced Mortgage Loans.
|
39.
|
Section
9.02 (Waiver of Defaults) is hereby amended by changing the reference
to
“Owner” to “Trustee”.
|
|
40.
|
Section
10.01 (Termination) is hereby amended
by:
|
|
(a)
|
by
restating the clause (ii) to read:
|
30
days’
written notice from the Owner, as owner of the Servicing Rights, to the Servicer
and the Trustee, provided such termination is acceptable to the Rating Agencies
and subject to payment by the Seller of the Termination Fee; and
|
(b)
|
by
restating clause (iv) to read:
|
mutual
consent of the Servicer and the Owner, as owner of the Servicing Rights, in
writing, provided such termination is acceptable to the Rating
Agencies;
|
(c)
|
by
deleting the last sentence thereof and replacing it with the following:
|
In
the
event that Owner terminates the Servicer without cause with respect to some
or
all of the Mortgage Loans in accordance with (ii) above, the Owner shall be
required to pay to the Servicer a Termination Fee in the amount of (a) $50.00
for each transfer of Mortgage Loans on any date and (b) $10.00 per Mortgage
Loan
transferred.
|
41.
|
Section
10.02 (Removal of Mortgage Loans from Inclusion Under this Agreement
Upon
a Whole Loan Transfer) is deleted in its
entirety.
|
Exhibit
One-12
|
42.
|
Section
10.03 (Transfer of Servicing for Defaulted Loans) is deleted in its
entirety.
|
|
43.
|
Section
10.04 (Transfer of Books and Records) is hereby amended by changing
the
words “Servicing Fee” in the last sentence to “GMACM Subservicing
Fee”.
|
|
44.
|
Section
11.03 (Information to Be Provided by the Company) is hereby amended
as
follows:
|
|
(i)
|
by
deleting the reference to “(ii)” and replacing it with “(2)” in the sixth
line of the first paragraph
thereof;
|
|
(ii)
|
by
replacing the word “notify” with the words “provide prompt notice” after
the word “(i)” in the third line of clause (d)
thereto;
|
|
(iii)
|
by
adding the words “, the Trustee,” after the word “Owner” in the fourth
line of clause (e) thereto;
|
|
(iv)
|
by
deleting clause (f) in its entirety and replacing it with the words
“[Reserved]”; and
|
|
(v)
|
by
adding the words “as may be reasonably requested by the Purchaser, the
Trustee or any Depositor” at the end of clause (h)
thereto.
|
|
45.
|
Section
11.05 (Report on Assessment of Compliance an Attestation) is hereby
amended as follows:
|
|
(i)
|
by
adding the words “, such Trustee” after the references to “Owner” in the
second and fifth lines of clause (a)(i) thereto;
|
|
(ii)
|
by
replacing the reference to “Exhibit F” with “Exhibit G” in clause (a)(i)
thereto;
|
|
(iii)
|
by
deleting the words “if requested by the Owner, the Trustee or any
Depositor not later than March 15th
of
the calendar year in which such certification is to be delivered” at the
beginning of the sentence clause (a)(iv) thereto;
and
|
|
(v)
|
by
deleting the words “or Trustee” in the paragraph following clause (a)(iv)
thereto.
|
|
46.
|
Section
11.07 (Indemnification; Remedies) is hereby amended by
deleting the words “, which continues unremedied for ten calendar days” in
the fifth line of the second paragraph of clause (b)
thereof.
|
|
47.
|
Section
12.01 (Successor to Servicer) is hereby amended
by:
|
|
(i)
|
adding
the reference to “Section, 9.01” after the words “Section 8.04”, in the
first and second paragraphs of such
Section.
|
|
(ii)
|
adding
the following new sentence immediately following the first sentence
of the
first paragraph thereof to read as
follows:
|
Exhibit
One-13
|
Any
successor to the Servicer shall be an Acceptable Successor
Servicer.
|
|
(iii)
|
amending
the existing second sentence of the first paragraph thereof by
(a) changing the word “Owner” to “the Trustee” and (b) by adding
the following provisos at the end of such
sentence:
|
|
;
provided,
however, that no such compensation shall be in excess of 0.375% per
annum.
|
|
(iv)
|
replacing
the word “Owner” in the second line of the second paragraph thereof with
“the Owner and the Trustee”.
|
|
(v)
|
replacing
the reference to “Owner” in the fourth paragraph thereof with “the Owner
and the Trustee”.
|
|
48.
|
Section
12.02 (Amendment) is hereby amended by replacing the words “by written
agreement signed by the Servicer and the Owner” with “by written agreement
signed by the Depositor, Seller, Trustee
and the Servicer,” and by adding the following sentence at the end
thereof:
|
“The
party requesting such amendment shall, at its own expense, provide the Trustee,
the Owner and the Depositor with an Opinion of Counsel that such amendment
is
permitted under the terms of this Agreement, the Servicer has complied with
all
applicable requirements of this Agreement, and such amendment will not
materially adversely affect the interest of the Certificateholders in the
Serviced Mortgage Loans.”
|
49.
|
Section
12.10 (Confidentiality of Information) shall not apply to this
Agreement.
|
|
50.
|
New
Section 12.16 (Intended Third Party Beneficiaries) is added to the
Servicing
Agreement to read as follows:
|
Section
12.16 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 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 as
if
the Trustee were a party to this Agreement, and the Trustee shall have the
same
rights and remedies to enforce the provisions of this Agreement as if it were
a
party to this Agreement. With respect to the Serviced Mortgage Loans, the
Servicer shall only take directions from the Trustee (if direction by the
Trustee is required under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and obligations of the
Trustee hereunder (other than the right to indemnification and the
indemnification obligations) shall terminate upon termination of the Trust
Fund
pursuant to the Pooling and Servicing Agreement.
|
51.
|
A
new Exhibit
H
is
hereby added to the Servicing Agreement in the form set forth in
Exhibit
Four hereof.
|
Exhibit
One-14
EXHIBIT
TWO
Servicing
Agreement
Exhibit
Two-1
EXHIBIT
THREE
Pooling
and Servicing Agreement
Exhibit
Three-1
EXHIBIT
FOUR
Exhibit
H
to Servicing Agreement
|
Deutsche
Bank Monthly Data
|
||||||||
|
COBOL
DATA
|
DATA
|
FIELD POSITION
|
||||||
|
FIELD
NAME
|
FIELD
ID
|
TYPE
|
. TYPE
|
Start
|
End
|
DESCRIPTION
|
||
|
1
|
Issue
Identifier
|
DealID
|
x(6)
|
char(6)
|
1
|
6
|
Identifies
the particular pool of loans (code determined by Bankers Trust).
Field
Index 1.
|
|
|
2
|
Loan
Number
|
LoanNum
|
x(20)
|
char(20)
|
7
|
26
|
Number
or character string, not including special characters such as dashes
or
spaces, which uniquely identifies a loan. Field Index
2.
|
|
|
3
|
Sub
Pool
|
SubPool
|
X
|
char(1)
|
This
identifies what group a loan belongs to
|
|||
|
4
|
Source
ID
|
SourceID
|
x(9)
|
char(9)
|
Each
loan is allocated an individual Source ID number
|
|||
|
5
|
Record
Type
|
RecordTyp
|
||||||
|
6
|
Cutoff
Loan Status
|
CutoffLoanStat
|
||||||
|
7
|
Determination
Loan Status
|
DetermLoanStat
|
||||||
|
8
|
Prepayment
Status
|
PrepayStat
|
X
|
char(1)
|
112
|
112
|
The
following list the possible reasons and codes for the prepayment
in full
amount:
0-not
applicable
1-mortgagor
paid off loan
2-loan
liquidated
3-loan
repurchased
|
|
Exhibit
Four-1
|
9
|
Cutoff
Paid To Date
|
CutoffPTD
|
|||||
|
10
|
Determination
Paid to Date
|
DetermPTD
|
|||||
|
11
|
Actual
Payment Date
|
ActualPayDate
|
|||||
|
12
|
Current
Payment Date
|
CurrPmtDate
|
|||||
|
13
|
Next
Payment Date
|
NextPayDate
|
|||||
|
14
|
Date
of Prepayment(YYYYMMDD)
|
PrepayDate
|
9(8)
|
float
|
104
|
111
|
The
date the prepayment in full amount was made.
|
|
15
|
Beginning
Scheduled Balance
|
BegBal
|
|||||
|
16
|
Scheduled
Ending Balance
|
EndBal
|
S9(10)v9(2)
|
money
|
113
|
124
|
The
ending unpaid Scheduled Balance. The balance of the mortgage loan
reduced
by all prepayments and scheduled principal monthly payments.
Note:
On “actual principal” deals, the balance of the mortgage loan should be
reduced by all prepayments and principal monthly payments received.
|
|
17
|
Scheduled
P & I
|
SchdPI
|
S9(10)v9(2)
|
money
|
32
|
43
|
The
total scheduled monthly payment from the mortgagor to cover the principal
and interest due for the current reporting period.
Note:
For “actual principal” deals, this field should include principal received
NOT scheduled principal.
|
|
18
|
Scheduled
Interest Amount
|
SchdIntAmt
|
S9(10)v9(2)
|
money
|
44
|
55
|
The
interest amount due from the mortgagor on the due date prior to
distribution.
|
Exhibit
Four-2
|
00
|
Xxxxxxxxxx
Xxxxxxxx Xxxxxx
|
XxxxxxxXxxXxx
|
|||||
|
20
|
Liquidation
Interest Amount
|
LiqIntAmt
|
|||||
|
21
|
Scheduled
Principal Amount
|
SchdPrinAmt
|
S9(10)v9(2)
|
money
|
56
|
67
|
The
principal portion or the P&I (sch_pi) which was due from the mortgagor
during the current reporting period.
Note:
For “actual principal” deals, this field should be populated with
principal received NOT scheduled
principal.
|
|
22
|
Repurchase
Principal Amount
|
RepurchPrinAmt
|
|||||
|
23
|
Prepayment
in Full Amount
|
PrepayAmt
|
9(10)v9(2)
|
float
|
92
|
103
|
The
total principal amount to be applied to paying off the mortgage loan.
|
|
24
|
Liquidation
Proceeds
|
LiqAmt
|
|||||
|
25
|
Curtailment
Amount
|
CurtAmt
|
S9(10)v9(2)
|
money
|
68
|
79
|
The
total amount of partial principal payments made by the mortgagor
during
the reporting period. If there are multiple curtailments during the
reporting period they should be aggregated into this
field
|
|
26
|
Curtailment
Adjustment
|
CurtAdj
|
S9(10)v9(2)
|
float
|
80
|
91
|
The
adjustment to scheduled interest amount (interest shortfall) caused
by the
application of the curtailment amount. The adjustment may also be
applied
in reduction in the scheduled ending balance.
|
|
27
|
Realize
Losses
|
RealLoss
|
Exhibit
Four-3
|
28
|
Delinquent
Interest
|
DelinqIntAmt
|
|||||
|
29
|
Delinquent
Principal
|
DelinqPrinAmt
|
|||||
|
30
|
Prepayment
Interest Shortfall
|
PrepayIntShort
|
|||||
|
31
|
Prepayment
Interest Excess
|
PrepayIntExcess
|
|||||
|
32
|
Next
Index Rate
|
NextIndexRate
|
|||||
|
33
|
Mortgage
Rate %
|
CurrNoteRate
|
9(2)v9(3)
|
float
|
27
|
31
|
The
annual rate interest accrued at on the mortgage loan during the month
prior to the distribution. The mortgage rate should be the annual
rate
that was used to determine the scheduled interest amount. For example,
9.75%.
|
|
34
|
Next
Mortgage Rate %
|
NextNoteRate
|
9(2)v9(3)
|
float
|
27
|
31
|
|
|
35
|
Servicing
Fee Rate
|
CurrSFRate
|
|||||
|
34
|
Next
Servicing Fee Rate
|
NextSFRate
|
|
35
|
Master
Servicing Fee Rate
|
CurrMasterSFRate
|
|||||
|
36
|
Next
Master Servicing Fee Rate
|
NextMasterSFRate
|
|||||
|
37
|
Trustee
Fee Rate
|
CurrTrusteeFRate
|
|||||
|
38
|
Next
Trustee Fee Rate
|
NextTrusteeFRate
|
|||||
|
39
|
Current
PTR Rate 1
|
CurrPTRate1
|
|||||
|
40
|
Next
PTR Rate 1
|
NextPTRate1
|
|||||
|
41
|
Current
PTR Rate 2
|
CurrPTRate2
|
|||||
|
42
|
Next
PTR Rate 2
|
NextPTRate2
|
|||||
|
43
|
Indenture
Trustee Fee Rate
|
CurrIndentTrusteeFRate
|
|||||
|
44
|
Next
Indenture Trustee Fee Rate
|
NextIndentTrusteeFRate
|
|||||
|
45
|
PMI
Insurance Rate
|
CurrPMIInsureRate
|
|||||
|
46
|
Next
PMI Insurance Rate
|
NextPMIInsureRate
|
|||||
|
47
|
Current
Index rate
|
CurrIndexRate
|
|||||
|
48
|
Delinquency
Flag
|
DelFlg
|
|||||
|
49
|
Delinquency
Bucket
|
DelinqBucket
|
|||||
|
50
|
Foreclosure
Flag
|
ForclsFlg
|
Exhibit
Four-4
|
51
|
Foreclosure
Bucket
|
ForclsBucket
|
|||||
|
52
|
Bankruptcy
Flag
|
BKFlg
|
|||||
|
53
|
Bankruptcy
Bucket
|
BkruptBucket
|
|||||
|
54
|
REO
Flag
|
REOFlg
|
|||||
|
55
|
REO
Bucket
|
REOBucket
|
|||||
|
56
|
Number
of Days Delinquent
|
DaysDelinq
|
|||||
|
57
|
Weighed
Average Maturity Months
|
WAMM
|
|||||
|
58
|
Number
Months to Maturity
|
MonthsMat
|
|||||
|
59
|
Number
of Amortization Months to Maturity
|
AmMonthsMat
|
|||||
|
60
|
Last
Rate Adjustment Date
|
LastRateAdjRate
|
|||||
|
61
|
Next
Rate Adjustment Date
|
NextRateAdjDate
|
|||||
|
62
|
Last
Payment Adjustment Date
|
LastPayAdjDate
|
|||||
|
63
|
Next
Payment Adjustment Date
|
NextPayAdjDate
|
|
64
|
Repurchase
Flag
|
RepurchFlg
|
|||||
|
65
|
Liquidation
Flag
|
LiqFlg
|
|||||
|
66
|
Prepaid
Flag
|
PrepaidFlg
|
|||||
|
67
|
Non
Recoverable Flag
|
NonRecovAdvFlg
|
|||||
|
68
|
Missing
Loan Flag
|
MissLoanFlg
|
|||||
|
69
|
Active
Flag
|
ActiveFlg
|
|||||
|
70
|
CurrDelinqResid2
|
||||||
|
71
|
Interest
Shorfall
|
CurrIntShortfallAmt
|
|||||
|
72
|
CurrResid1
|
||||||
|
73
|
CurrResid2
|
||||||
|
74
|
Deferred
Interest Amount
|
DefAmt
|
|||||
|
75
|
Gross
Liquidation Proceeds
|
GrossLiqProceed
|
|||||
|
76
|
Liquidation
Expenses
|
LiqExp
|
|||||
|
77
|
Liquidation
Proceeds
|
LiqProceeds
|
|||||
|
78
|
Net
Liquidation Proceeds
|
NetLiqProceed
|
|||||
|
79
|
Non
Recoverable Advance
|
XxxXxxxxXxx
|
|||||
|
00
|
XxxxxXxx0
|
||||||
|
00
|
Servicing
Fee Amount
|
SFAmt
|
Exhibit
Four-5
|
82
|
Current
Servicing Fee Amount
|
CurrSFAmt
|
|||||
|
83
|
Delinquent
Servicing Fee Amount
|
DelinqSFAmt
|
|||||
|
84
|
Master
Servicing Fee Amount
|
MasterSFAmt
|
|||||
|
85
|
Delinquent
Master Servicing Fee Amount
|
DelinqMasterSFAmt
|
|||||
|
86
|
Trustee
Fee Amount
|
TrusteeFAmt
|
|||||
|
87
|
Current
Trustee Fee Amount
|
CurrTrusteeFAmt
|
|||||
|
88
|
Delinquent
Trustee Fee Amount
|
DelinqTrusteeFAmt
|
|||||
|
89
|
PMI
Insurance Amount
|
PMIInsurAmt
|
|||||
|
90
|
Tax
Premium Amount
|
TaxPremAmt
|
|||||
|
91
|
Relief
Act Interest Shortfall
|
ReliefActInterestShort
|
|||||
|
92
|
REO
Book Value
|
REOBookValue
|
|||||
|
93
|
Prepayment
Penalty
|
PrepayPenalty
|
Exhibit
Four-6
ANALYTICS
GROUP SETUP DATA DICTIONARY
Exhibit
Four-7
|
52. TABLE:
loan_xxxx.xxx.xxxx_setup
DEFINITION:
The loan_xxxx.xxx.xxxx_setup
table contains static information received by the servicer and
prepared
and loaded into the system by Analytics.
Data
in loan_xxxx.xxx.xxxx_setup
is used during loan bar processing to calculate note rates and
is
referenced the during the deals first payment period for payment
due dates
and initial principle
balances.
|
|
FIELD
NAME
|
FIELD
ID
|
LENGTH
|
DATA
TYPE
|
FIELD POSITION
|
DESCRIPTION
|
||||
|
Start
|
End
|
||||||||
|
1
|
Issue
Identifier
|
DealID
|
x(6)
|
char(6)
|
1
|
6
|
Identifies
the particular pool of loans (code determined by Bankers Trust).
Field
Index 1.
|
||
|
2
|
Loan
Number
|
LoanNum
|
x(20)
|
char(20)
|
7
|
26
|
Number
or character string, not including special characters such as
dashes or
spaces, which uniquely identifies a loan. Field Index
2.
|
||
|
3
|
Primary
Mortgagor
|
PropName
|
x(30)
|
varchar(30)
|
27
|
56
|
Name
of the primary mortgagor in a first-name-last-name format, such
as Xxxx X.
Xxx. If Mortgagor is a Business then the name will appear in
the legal
business format, such as ABC Savings Bank. If the name exceeds
30
characters it will be truncated on the right.
|
||
|
4
|
Secondary
Mortgagor
|
PropName1
|
x(30)
|
varchar(30)
|
57
|
86
|
Name
of the secondary mortgagor in a first-name-last-name format,
such as Xxxx
X. Xxx. If Mortgagor is a Business then the name will appear
in the legal
business format, such as ABC Savings Bank. If the name exceeds
30
characters it will be truncated on the right.
|
||
|
5
|
Lookup
Name
|
lookup
|
x(10)
|
varchar(10)
|
87
|
96
|
This
field is a shorten version of the Current Primary Mortgagor’s name which
will be used for retrieving a mortgage in name order. An individual’s name
should be in Last-name, First-name format (i.e. Xxx, Xxxx). A
business
name will be stored in its normal format, (i.e. ABC Saving for
ABC Savings
Bank).
|
||
Exhibit
Four -8
|
6
|
Property
Address
|
PropAddr
|
x(30)
|
varchar(30)
|
97
|
126
|
The
address of the property to which the mortgage loan
refers.
|
||
|
7
|
City
|
PropCity
|
x(15)
|
varchar(15)
|
127
|
141
|
The
city where the mortgaged property is
located.
|
||
Exhibit
Four-9
|
8
|
State
|
PropState
|
x(2)
|
varchar(2)
|
142
|
143
|
The
Abbreviation for the state where the mortgaged property is
located. The
following are state
abbreviations:
|
|
AK
Alaska
|
KY
Kentucky
|
NY
New York
|
|||||||
|
AL
Alabama
|
LA
Louisiana
|
OH
Ohio
|
|||||||
|
AR
Arkansas
|
MA
Massachusetts
|
OK
Oklahoma
|
|||||||
|
AZ
Arizona
|
MD
Maryland
|
OR
Oregon
|
|||||||
|
CA
California
|
ME
Main
|
PA
Pennsylvania
|
|||||||
|
CO
Colorado
|
MI
Michigan
|
RI
Rhode Island
|
|||||||
|
CT
Connecticut
|
MN
Minnesota
|
SC
S. Carolina
|
|||||||
|
DC
District of Columbia
|
MO
Missouri
|
SD
South Dakota
|
|||||||
|
DE
Delaware
|
MS
Mississippi
|
TN
Tennessee
|
|||||||
|
FL
Florida
|
MT
Montana
|
TX
Texas
|
|||||||
|
GA
Georgia
|
NC
North Carolina
|
UT
Utah
|
|||||||
|
HI
Hawaii
|
ND
North Dakota
|
VA
Virginia
|
|||||||
|
IA
Iowa
|
NE
Nebraska
|
VT
Vermont
|
|||||||
|
ID
Idaho
|
NH
New Hampshire
|
WA
Washington
|
|||||||
|
IL
Illinois
|
NJ
New Jersey
|
WI
Wisconsin
|
|||||||
|
IN
Indiana
|
NM
New Mexico
|
WV
W. Virginia
|
|||||||
|
KS
Kansas
|
NV
Nevada
|
WY
Wyoming
|
|
9
|
Zip
Code
|
PropZip
|
x(9)
|
varchar(9)
|
144
|
152
|
The
zip code of the mortgaged property. If the zip code is a 5 digit
number
like 12345, then the zip code should appear as
123450000.
|
||
Exhibit
Four-10
|
10
|
County
|
PropCounty
|
x(15)
|
varchar(15)
|
153
|
167
|
The
county in which the mortgaged property resides.
|
||
|
11
|
Original
Mortgage Rate %
|
orig_note_rt
|
9(2)v9(3)
|
float(8)
|
168
|
175
|
The
annual mortgage rate at the time the mortgage loan was
issued.
|
||
|
12
|
Mortgage
Rate at Sale Date %
(Required
by OID)
|
NoteRate
|
9(2)v9(3)
|
float(8)
|
176
|
183
|
The
annual mortgage rate at the time the mortgage loan was sold to
the
trust.
|
||
|
Primary
Mortgage Insurance Rate
|
PMIInsurRate
|
The
Annual PMI rate at the time of the mortgage loan was sold to
the
trust
|
|||||||
Exhibit
Four-11
|
14
|
Service
Fee Rate 1 %
(Required
by OID)
|
SfRate
|
9(2)v9(3)
|
float(8)
|
192
|
199
|
The
annual service fee rate, usually paid to the Master Servicer,
at the time
the mortgage loan was sold to the trust.
|
||
|
15
|
Service
Fee Rate 2 %
|
SubSFRate
|
9(2)v9(3)
|
float(8)
|
200
|
207
|
The
annual service fee rate, usually paid to the Sub-Servicer, at
the time the
mortgage loan was sold to the trust.
|
||
|
16
|
Retained
Yield Rate %
(Required
by OID)
|
RetainedYieldRate
|
9(2)v9(3)
|
float(8)
|
208
|
215
|
The
annual retained yield rate, usually paid to the Master Servicer
or
designee, at the time the mortgage loan was sold to the
trust.
|
||
|
17
|
Principal
Balance at Origination
|
OrigPrinBal
|
9(9)v9(2)
|
money(8)
|
216
|
223
|
The
principal balance of the mortgage loan at the time the mortgage
loan was
originated.
|
||
|
18
|
Principal
Balance at Sale Date
(Required
by OID)
|
InitPrinBal
|
9(9)v9(2)
|
money(8)
|
224
|
231
|
The
principal balance of the mortgage loan at the time the mortgage
loan was
sold to the trust.
|
||
|
19
|
Appraised
Value at Origination
|
AppraisalValue
|
9(9)v9(2)
|
money(8)
|
232
|
239
|
The
price the mortgagor paid for the mortgaged property.
|
||
|
20
|
Loan-to-Value
|
LTV
|
9(9)v9(2)
|
float(8)
|
240
|
247
|
Original
LTV. The percentage derived by dividing the Principal Balance
at
origination by the lessor of the Purchase price or original Appraised
Value.
|
||
|
21
|
Scheduled
Monthly Payment at Origination
|
OrigSchPI
|
9(3)v9(3)
|
money(8)
|
248
|
255
|
The
total scheduled monthly payment from the mortgagor to cover the
principal
and interest due. This should be the payment amount at the time
the
mortgage loan was originated.
|
||
|
22
|
Scheduled
Monthly Payment at Sale Date
(Required
by OID)
|
InitSchPI
|
9(9)v9(2)
|
money(8)
|
256
|
263
|
The
total scheduled monthly payment from the mortgagor to cover the
principal
and interest due. This should be the payment amount at the time
the
mortgage loan was sold to the
trust.
|
||
Exhibit
Xxxx-00
|
00
|
Xxxxxxxxx
Xxxx
(Required
by OID)
|
AmortTerm
|
9(3)
|
smallint(2)
|
264
|
265
|
The
number of months for which the mortgage loan is amortized. This
value,
along with the original principal balance and original mortgage
rate, is
used in determining the original scheduled monthly
payment.
|
||
|
24
|
Original
(Due) Term
(Required
by OID)
|
OrigTerm
|
9(3)
|
smallint(2)
|
266
|
267
|
The
original term of the mortgage loan in months. The difference
between First
Payment Dta and Maturity Date.
|
||
|
25
|
Property
Type
|
PropTypCd
|
9
|
varchar(1)
|
268
|
268
|
The
property type code which categorizes the mortgaged property.
The following
are relevant property type codes:
1
-
Single Family
2
-
Multi Family
3
-
Condo or Townhouse
4
-
Mobile Home
5
-
Plan Unit Development
6
-
Commercial (Non-Exempt)
7
-
Commercial (Church)
8
-
Commercial (School, Health Care Facility or Welfare Facility)
9
-
Other
0
-
Not Specified
|
||
|
26
|
Loan
Type
(Required
by OID)
|
LoanTyp
|
9
|
varchar(1)
|
269
|
269
|
A
description code which categorizes the mortgage loan. The following
are
relevant loan types:
|
||
Exhibit
Four-13
|
1
-
Fixed
2
-
Variable Rate, ARM, IO loans, lock downs
3
-
Variable Rate with Negative Amortization
Not
Currently Used
4
-
GPM Plan I (30 yr. with a yearly payment increase of 2.5%
for
the first 5 years)
5
-
GPM Plan II (30 yr. with a yearly payment increase of 5%
for
the first 5 years)
6
-
GPM Plan III (30 yr. with a yearly payment increase of 7.5%
for
the first 5 years)
7
-
GPM Plan IV (30 yr. with a yearly payment increase of 2%
for
the first 10 years)
8
-
GPM Plan V (30 yr. with a yearly payment increase of 3%
for
the first 10 years)
10
- Other
Q
-
A variable rate loan that has a teaser rate that falls below
the
minimum
interest rate cap (min_int_rt) and ignores the minimum interest
rate until
the current rate incrementally increases to a value greater than
the
minimum interest rate.
|
|||||||||
Exhibit
Four-14
|
27
|
Interest
Day Count Basis
|
IntDayCt
|
9
|
varchar(1)
|
270
|
270
|
The
methodology involved in calculating interest owed by the borrower.
The
following is a list of the appropriate codes:
1
-
30 days/360 days
2
-
30 days/actual days
3
-
actual days/360 days
4
-
actual days/actual days
5
-
actual days/365
|
||
|
28
|
Issue
Date (YYYYMMDD)
|
InitPayDate
|
9(8)
|
datetime(8)
|
271
|
278
|
The
date on which the mortgage loan was issued (the day the note
was
originated) (YYYYMMDD).
|
||
|
29
|
First
Payment Date (YYYYMMDD)
(Required
by OID)
|
FirstPayDate
|
9(8)
|
datetime(8)
|
279
|
286
|
The
date the first scheduled monthly payment on the mortgage loan
is due
(YYYYMMDD).
|
||
|
30
|
Maturity
Date (YYYYMMDD)
(Required
by OID)
|
MatDate
|
9(8)
|
datetime(8)
|
287
|
294
|
The
date the last scheduled monthly payment is due, reflecting the
original
term (YYYYMMDD).
|
||
|
31
|
First
Rate Adjustment Date (YYYYMMDD)
|
FirstRateAdjDate
|
9(8)
|
datetime(8)
|
295
|
302
|
For
adjustable rate mortgage loans, the first date at which interest
accrues
at a different rate than the original mortgage rate (YYYYMMDD).
If the
mortgage loan does not have an adjustable rate please leave this
field
blank.
|
||
|
32
|
First
Payment Adjustment Date (YYYYMMDD)
|
FirstPayAdjDate
|
9(8)
|
datetime(8)
|
303
|
310
|
For
mortgage loans with adjustable monthly payments, the first due
date at
witch the monthly scheduled payment is different than the original
monthly
scheduled payment (YYYYMMDD). For loans that have a constant
monthly
payment pleas leave this field blank.
|
||
|
33
|
Beginning
Conversion Month (YYYYMMDD)
|
beg_conv
|
9(6)
|
datetime(8)
|
311
|
318
|
The
first month a mortgage loan can convert from an adjustable rate
to a fixed
rate (YYYYMMDD). If the mortgage loan does not allow conversion
pleas
leave this field blank.
|
||
Exhibit
Four-15
|
34
|
Ending
Conversion Month (YYYYMMDD)
|
end_conv
|
9(6)
|
datetime(8)
|
319
|
326
|
The
last month a mortgage loan can convert from an adjustable rate
to a fixed
rate (YYYYMMDD). If the mortgage loan does not allow conversion
please
leave this field blank.
|
||
|
35
|
Lifetime
Maximum Mortgage Rate %
|
MaxRate
|
9(2)v9(3)
|
float(8)
|
327
|
334
|
The
highest annual rate at which interest can accrue on the mortgage
loan
during the life of the mortgage
loan.
|
||
Exhibit
Four-16
|
36
|
Lifetime
Minimum Mortgage Rate %
|
MinRate
|
9(2)v9(3)
|
float(8)
|
335
|
342
|
The
lowest annual rate at which interest can accrue on the mortgage
loan
during the life of the mortgage loan.
|
||
|
37
|
Periodic
Cap Upwards %
|
PerCapRateUp
|
9(2)v9(3)
|
float(8)
|
343
|
350
|
The
amount, expressed as an annual percentage rate, the mortgage
rate can
increase during any periodic cycle. If the mortgage loan does
not have an
adjustable rate please zero fill this field.
|
||
|
38
|
Periodic
Cap Downwards %
|
PerCapRateDown
|
9(2)v9(3)
|
float(8)
|
351
|
358
|
The
amount, expressed as an annual percentage rate, the mortgage
rate can
decrease during any periodic cycle. If the mortgage loan does
not have an
adjustable rate pleas zero fill this field
|
||
|
39
|
Gross
Margin %
(Required
by OID)
|
GrossMargin
|
9(2)v9(3)
|
float(8)
|
359
|
366
|
The
margin, expressed as a percentage, which is added to the Index
to
calculate the mortgage rate of an adjustable rate mortgage. If
the
mortgage loan does not have an adjustable rate please zero fill
this
field.
|
||
|
40
|
Net
Margin %
|
NetMargin
|
9(2)v9(3)
|
float(8)
|
367
|
374
|
The
margin, expressed as a percentage, which is added to the Index
to
calculate the Pass Through rate of an adjustable rate mortgage.
If the
mortgage loan does not have an adjustable rate please zero fill
this
field.
|
||
|
41
|
Reference
Rate %
|
ref_rt
|
9(2)v9(3)
|
float(8)
|
375
|
382
|
The
mortgage rate to be referenced in determining any annual rate
caps. If the
mortgage loan does not have any adjustable rate please zero fill
this
field.
|
||
|
42
|
Adjustment
Frequency (Rate) in Months
(Required
by OID)
|
AdjFreqRate
|
9(3)
|
tinyint(1)
|
383
|
383
|
The
number of months between interest rate adjustment dates. If the
mortgage
loan does not have an adjustable rate please zero fill this
field.
|
||
Exhibit
Four-17
|
43
|
Adjustment
Frequency (Payment) in Months
|
AdjFreqPay
|
9(3)
|
tinyint(1)
|
384
|
384
|
The
number of months between principal adjustment dates. If the mortgage
loan
does not have an adjustable rate please zero fill this
field.
|
||
Exhibit
Four-18
|
44
|
Rounding
Methodology
|
RoundMeth
|
9
|
varchar(1)
|
385
|
385
|
The
method used in a adjustable mortgage rate. The possible methods
and codes
are listed below:
0
-
Not Applicable (i.e. fixed rate mortgage)
1
-
Index plus Gross Margin no rounding.
2
-
Index plus Gross Margin, rounded to the nearest Rounding
Factor.
3
-
Index plus Gross Margin, rounded up to the nearest
Rounding
Factor.
4
-
Index plus Gross Margin, rounded down to the nearest
Rounding
Factor.
5
-
Index, rounded to nearest Rounding Factor, plus Gross
Margin.
6
-
Index, rounded up to nearest Rounding Factor, plus Gross
Margin.
7
-
Index, rounded down to nearest Rounding Factor, plus
Gross
Margin.
8
-
Index plus Gross Margin, rounded to the nearest Rounding
Factor
if the calculation falls exactly in the middle then round
downward.
|
|
45
|
Rounding
Factor
|
RoundFac
|
v9(3)
|
float(8)
|
386
|
393
|
The
fraction, expressed as a percentage, which is used in calculating
the
mortgage rate of an adjustable rate mortgage. If the mortgage
loan does
not have an adjustable rate please zero fill this
field.
|
|
46
|
Index
Type
|
IndexType
|
9
|
varchar(1)
|
394
|
394
|
The
index used in determining a mortgage rate for an adjustable
mortgage loan.
The following are index codes:
Not
Currently used, replaced by Index_type.
0
-
Not Applicable (i.e. fixed rate mortgage)
1
-
11th District Cost of Funds
2
-
One year Treasury
3
-
Three year Treasury
4
-
Five year Treasury
5
-
Six month Treasury
6
-
Prime Rate
7
-
Other
8
-
One year Treasury Average
LIBOR:
A
- TR1MLB
B
- TR6MLB
C
- TR12ML
D
- TR3MLB
E
- WJ1MLB
F
- WJ3MLB
G
- WJ6MLB
H
- CO6MLB
I
- FM6MLB
J
- LB6MLB
K
- BT1MOL
L
- 6MTD
M
- WJ1YLB
N
- 1MTA
|
Exhibit
Four-19
|
47
|
Index
Lookback Period in Days/Months
|
IndexLookbk
|
9(3)
|
tinyint(1)
|
395
|
395
|
The
number of days/months prior to an interest adjustment date the
index in
determining the mortgage rate. If the mortgage loan does not
have an
adjustable rate please zero fill this field.
|
||
|
48
|
Owner
Occupancy Flag
|
OwnOcc
|
varchar(1)
|
396
|
396
|
Identifies
a mortgaged property as being occupied by the owner (“Y” if the property
is occupied by the owner and “N” if it is not). O = Owner Occupied, N =
Non-Owner Occupied
I
=
Investment
|
|||
Exhibit
Four-20
|
49
|
Loan
Purpose
|
LoanPurp
|
varchar(1)
|
397
|
397
|
Identifies
the reason the mortgagor took out the loan (“P” represents a purchase, “R”
represents a refinance,
“C”
represents a cash out, and “I” represents a home
improvement).
|
|||
|
50
|
Balloon
Payment Flag
(Required
by OID)
|
BalloonFlag
|
varchar(1)
|
398
|
398
|
Identifies
loans that have balloon payments (“Y” identifies the loan as having a
balloon payment and “N” if it does not).
|
|||
|
51
|
Next
Rate Adjustment Date (YYYYMMDD)
|
NextRateAdj
|
datetime(8)
|
399
|
406
|
For
adjustable rate loans, the date of the first rate adjustment
after the
loan is sold to the trust (MM/DD/YY).
|
|||
|
52
|
Next
Payment Adjustment Date (YYYYMMDD)
|
Next_pmt_adj
|
datetime(8)
|
407
|
414
|
For
adjustable rate loans, the date of the first payment adjustment
after the
loan is sold to the trust (MM/DD/YY).
|
|||
|
53
|
Periodic
Cap Rate
|
PerCapRate
|
float(8)
|
415
|
422
|
The
amount, expressed as an annual percentage rate, the mortgage
rate can
increase/decrease on the First Rate Adjustment Date. This field
should be
zero if the mortgage loan does not have an adjustable
rate.
|
|||
|
54
|
Periodic
Cap Payment
|
PerCapPmt
|
float(8)
|
423
|
430
|
The
amount the mortgage payment can increase during any adjustment
period. If
the mortgage loan does not have an adjustable rate please zero
fill this
field. This
field is populated only for Negatively Amortized
Loans.
|
|||
|
55
|
Original
Index
|
OrigIndex
|
float(8)
|
431
|
438
|
The
index rate as percentage used in determining a mortgage rate
for an
adjustable mortgage loan at origination.
|
|||
|
56
|
Initial
Index
|
InitIndex
|
float(8)
|
439
|
446
|
The
index rate as percentage used in determining a mortgage rate
for an
adjustable mortgage loan at when sold to the
trust.
|
|||
Exhibit
Four-21
|
57
|
Negative
Amortization Flag
|
NegAmortFlg
|
varchar(1)
|
447
|
447
|
Identifies
adjustable rate loans that have negative amortization (“Y” identifies the
loan as having negative amortization, “N” if it does
not).
|
|||
|
58
|
Next
Payment Date
|
NextPmtDate
|
datetime(8)
|
448
|
455
|
The
next payemnt due to the trust based on governing documents definition
of
due period (MM/DD/YY).
|
|||
|
59
|
Subpool
|
SubPool
|
smallint(1)
|
456
|
457
|
A
single digit , generally between 0 and 4, assigned to the mortgage
that
identifies its subpool. Often if variable and fixed rate mortgages
reside
in the same deal they will be assigned to different subpools.
Key Index
3.
|
|||
|
60
|
|||||||||
|
61
|
Miscellaneous
|
misct1
|
varchar(255)
|
460
|
714
|
to
identify prefunded loans.
|
|||
|
62
|
IO
Flag
|
IoFlg
|
Yes
or No if its an IO Flag
|
||||||
|
63
|
IO
term
|
IoTerm
|
Indicate
number of months of IO term
|
||||||
Exhibit
Four-22
|
64
|
Index
Code
|
IndexCode
|
varchar(6)
|
749
|
754
|
A
string of characters used to identify the index used in determining
a
mortgage rate for an adjustable mortgage. The following list
are Index
codes:
|
|||
|
NONE
- No
Index
11COFI
- 11th
District Cost of Funds
WJ1MLB
- Wall
Street Journal One Month LIBOR
WJ3MLB
- Wall
Street Journal Three Month LIBOR
WJ6MLB
- Wall
Street Journal Six Month LIBOR
WJ1YLB
- Wall
Street Journal One Year LIBOR
SACA
- Semi
Annual California Cost of Funds
6MCD
- Six
Month CD (secondary market)
6MTA
- Six
Month Treasury Xxxx Auction Average
6MTB
- Six
Month Treasury Xxxx (secondary market)
6MTD
- Six
Month Treasury Xxxx (Auction Discount)
1YCMT
- One
Year Constant Maturity Treasury
1YAMT
- One
Year Average Maturity Treasury
3YCMT
- Three
Year Constant Maturity Treasury
5YCMT
- Five
Year Constant Maturity Treasury
10YCMT
- Ten
Year Constant Maturity Treasury
|
|||||||
Exhibit
Four-23
|
6MOCMT Six
Month Constant Maturity Treasury
CO6MLB
- Cost
Six Month LIBOR
FM6MLB
- Xxxxxx
Mae Six Month LIBOR
LB6MLB
- Long
Beach
Bank Six Month LIBOR
TR1MLB
- Telerate
One Month LIBOR
TR3MLB
- Telerate
Three Month LIBOR
TR6MLB
- Telerate
Six Month LIBOR
TR12ML
- Telerate
12 Month LIBOR
BT1MOL
- Bankers
Trust 1 Month LIBOR
1MTA- One
month Treasury Average
WPRIME
- Wall
Street Journal Prime Rate
|
|||||||
|
65
|
Lookback
Unit
|
LookbackUnit
|
varchar(1)
|
755
|
755
|
The
Lookback Unit is a single digit numeric code (1 or 2) that
determines if
the index_lookback should be referenced as days or months.
1
-
The index_lookback will be referenced as days.
2
-
The index_lookback will be referenced as
months.
|
Exhibit
Four-24
|
66
|
Lookback
Method
|
LookbackMeth
|
756
|
756
|
The
lookback method is a single digit numeric code (0-4) that identifies
the
reference date for the index.
|
||||
|
0
- No
Methodology
1
- Used
in conjunction with lookback_unit = 1 (days)
If
the retrieval day fall on a weekend or holiday, the retrieval
day will be
the prior business day.
2
- Used
in conjunction with lookback_unit = 1 (days)
If the retrieval day fall on a weekend or holiday, the retrieval
day will
be the next business day.
3
- Used
in conjunction with lookback_unit = 2 (months)
For
the lookback month, retrieve the index from the first business
day of the
month.
4
- Used
in conjunction with lookback_unit = 2 (months)
For
the lookback month, retrieve the index from the last business
day of the
month.
|
|||||||||
|
67
|
Original
FICO Score
|
FicoScore
|
9
|
smallint(3)
|
737
|
739
|
Fico
is a credit sore developed by Fair Xxxxxx & Company. It measures the
likelihood that the borrower will repay their bills. There are
various
types of Fico scores as follows:
Experian(Experian/Fair,
Xxxxxx model), Trans Union (EMPERICA), and Equifax (BEACON).
Note:
please provide FICO score of the primary borrower
|
||
|
68
|
Original
Mortgage Score
|
MortgageScore
|
9
|
smallint(4)
|
740
|
743
|
Credit
risk score designed to predict delinquency/ defaults in
mortgages.
|
||
Exhibit
Four-25
|
69
|
Type
of Mortgage Score
|
ScoreType
|
char(1)
|
744
|
744
|
Type
of Mortgage score reported:
E=Equifax
U=Uniquote/TransUnion
C=Customized
|
|||
|
70
|
Lien
Position
|
LienPosition
|
smallint(1)
|
745
|
745
|
1=first
2=second
3=other
|
|||
|
71
|
Prepayment
Penalty
|
PrepayPenaltyCode
|
varchar(1)
|
746
|
746
|
Code
to identify Prepay Penalty Codes for each loan
|
|||
|
72
|
Original
Debt to Income Ratio post loan
|
DtiRatio
|
9(3)v(3)
|
float(6)
|
747
|
752
|
Borrowers
monthly debt obligation divided by the borrowers monthly
income.
|
||
Prepayment
Date End Date (YYYYMMDD) PrepayPremEndDate Day
which
Prepay Penalty Term expires
Exhibit
Four-26
SCHEDULE
ONE
Schedule
of Serviced Mortgage Loans
On
File
with XxXxx Xxxxxx
Schedule
One-1
