RECONSTITUTED SERVICING AGREEMENT
RECONSTITUTED
SERVICING AGREEMENT
This
Reconstituted Servicing Agreement (this “Agreement”)
dated
as of June 1, 2006, is by and among AMERICAN HOME MORTGAGE CORP. (“American
Home”
or
the
“Seller”),
AMERICAN HOME MORTGAGE SERVICING, INC. (“American
Home Servicing”
or
the
“Servicer”),
GREENWICH CAPITAL ACCEPTANCE, INC. (“GCA”
or
the
“Depositor”),
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (“GCFP”)
and
XXXXX FARGO BANK, N.A., as master servicer (in such capacity, the “Master
Servicer”)
and
securities administrator (in such capacity, the “Securities
Administrator”),
and
is acknowledged by DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
trustee (the “Trustee”).
RECITALS
WHEREAS,
GCFP
has
conveyed the mortgage loans listed on Exhibit Two hereto (the “Serviced
Loans”)
to the
Depositor pursuant to a mortgage loan purchase agreement dated as of June 1,
2006 (the “Mortgage Loan Purchase Agreement”), between GCFP and the Depositor,
and the Depositor in turn has conveyed the Serviced Loans to the Trustee
pursuant to a pooling and servicing agreement dated as of June 1, 2006
(the “Pooling
and Servicing Agreement”),
among
GCFP, GCA, the Master Servicer, the Securities Administrator and the
Trustee;
WHEREAS,
the Serviced Loans are currently serviced by American Home Servicing for the
GCFP pursuant to a Master Mortgage Loan Purchase and Servicing Agreement, dated
as of May 1, 2006, (the “Servicing
Agreement”),
between GCFP, American Home and American Home Servicing, a copy of which is
annexed hereto as Exhibit Three;
WHEREAS,
GCFP desires that American Home Servicing continue to service the Serviced
Loans
and American Home Servicing has agreed to do so;
WHEREAS,
Section 25 of the Servicing Agreement provides that, subject to certain
conditions set forth therein, GCFP may assign the Servicing Agreement to any
person to whom any “Mortgage Loan” (as such term is defined in the Servicing
Agreement) is transferred pursuant to a sale or financing. Without limiting
the
foregoing, American Home and American Home Servicing have agreed, in Section
12
and Section 32 of the Servicing Agreement, to enter into additional documents,
instruments or agreements as may be reasonably necessary in connection with
any
“Whole Loan Transfer” or “Securitization Transaction” (as such terms are defined
in the Servicing Agreement) contemplated by GCFP pursuant to the Servicing
Agreement;
WHEREAS,
American Home, American Home Servicing and GCFP agree that (a) the transfer
of
the Serviced Loans from GCFP to the Depositor and from the Depositor to the
Trustee to be accomplished by the Mortgage Loan Purchase Agreement and the
Pooling and Servicing Agreement constitutes a Securitization Transaction and
(b)
this Agreement shall constitute a “Reconstitution Agreement” (as such term is
defined in the Servicing Agreement) in connection with such Securitization
Transaction that shall govern the Serviced Loans for so long as such Serviced
Loans remain subject to the provisions of the Pooling and Servicing
Agreement;
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing of the Serviced Loans on behalf of
the
Trustee and the Trust Fund, and shall have the right to terminate the rights
and
obligations of American Home Servicing upon the occurrence and continuance
of an
Event of Default as provided in the Servicing Agreement;
NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
hereto agree as follows:
Definitions
Capitalized
terms used and not defined in this Agreement (including Exhibit One hereto)
or
in the Servicing Agreement shall have the meanings ascribed to them in the
Pooling and Servicing Agreement.
Servicing
American
Home Servicing agrees, with respect to the servicing of the Serviced Loans,
to
perform and observe the duties, responsibilities and obligations that are to
be
performed and observed by the Servicer (as such term is defined in the Servicing
Agreement) under the provisions of the Servicing Agreement without regard to
the
Preliminary Servicing Period, except as otherwise provided herein and on Exhibit
One hereto, and that the provisions of the Servicing Agreement, as so modified,
are and shall be a part of this Agreement to the same extent as if set forth
herein in full.
Trust
Cut-off Date
The
parties hereto acknowledge that by operation of Section 11.14 of the Servicing
Addendum to the Servicing Agreement (as modified by this Agreement) the
remittance on July 18, 2006 to be made to the Trust Fund is to include all
principal collections due after June 1, 2006 (the “Trust
Cut-off Date”),
plus
interest thereon at the weighted average Mortgage Interest Rate collected during
the immediately preceding Due Period, but exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, and taking into account
the adjustments specified in the first paragraph of Section 11.14 of the
Servicing Addendum to the Servicing Agreement.
Servicing
Fee
Notwithstanding
any provision of the Servicing Agreement to the contrary, the
Servicing Fee rate for the Serviced Loans shall be equal to 0.250% per annum
(the “Servicing
Fee Rate”).
The Servicing
Fee shall be payable monthly from the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to the
extent permitted by Section 11.05 of the Servicing Addendum to the Servicing
Agreement) of the related Monthly Payment collected by the Servicer (or as
otherwise provided under Section 11.05 of the Servicing Addendum to the
Servicing Agreement).
Recognition
of the Master Servicer and the Trust Fund
2
1. From
and
after the date hereof American Home and American Home Servicing shall recognize
the HarborView Mortgage Trust 2006-6 Trust Fund (the “Trust
Fund”)
as the
owner of the Serviced
Loans,
and
American Home Servicing will service the Serviced
Loans
for the
Trust Fund as if the Trust Fund and American Home Servicing had entered into
a
separate servicing agreement for the servicing of the Serviced
Loans
in the
form of the Servicing Agreement. Pursuant to the Pooling and Servicing
Agreement, the Master Servicer and the Trustee shall have the same rights (but
not the obligations, except to the extent expressly set forth in the Pooling
and
Servicing Agreement) as the Purchaser under the Servicing Agreement to enforce
the obligations of American Home and American Home Servicing, including, without
limitation, the enforcement of (i) the document delivery requirements set forth
in Section 6.03 of the Servicing Agreement and (ii) remedies with respect
to representations and warranties made by American Home and American Home
Servicing in the Servicing Agreement, and shall be entitled to enforce all
of
the obligations of American Home and American Home Servicing thereunder insofar
as they relate to the Serviced Loans. American Home and American Home Servicing
shall look solely to the Trust Fund for performance of any obligations of the
Purchaser under the Servicing Agreement and the Trust Fund hereby assumes such
obligations. All references to the Purchaser under the Servicing Agreement
insofar as they relate to the Mortgage Loans, shall be deemed to refer to the
Trust Fund. None of American Home, American Home Servicing or GCFP shall not
amend or agree to amend, modify, waive, or otherwise alter any of the terms
or
provisions of the Servicing Agreement which amendment, modification, waiver
or
other alteration would in any way (i) materially affect the Serviced Loans,
American Home’s or American Home Servicing’s performance under the Servicing
Agreement with respect to the Serviced Loans without the prior written consent
of the Trustee and the Master Servicer or (ii) materially and adversely affect
the interests of the Certificateholders in the Mortgage Loans.
2. The
Master Servicer shall be entitled to terminate the rights and obligations of
American Home Servicing under this Agreement, as provided in Section 15
(Default) of the Servicing Agreement. Notwithstanding anything herein to the
contrary, in no event shall the Master Servicer be required to assume any of
the
obligations of the Purchaser under the Servicing Agreement; and in entering
into
this Agreement, in connection with the performance by the Master Servicer of
any
duties it may have hereunder, and in the exercise by the Master Servicer of
its
rights the parties and other signatories hereto, except American Home and
American Home Servicing, agrees that the Master Servicer shall be entitled
to
all of the rights, protections and limitations of liability, immunities and
indemnities afforded to the Master Servicer under the Pooling and Servicing
Agreement. Without limitation of the foregoing, any provision of the Servicing
Agreement requiring GCFP or the Trust Fund, as assignee of GCFP’s rights and
obligations as “Purchaser” under the Servicing Agreement, to reimburse the
Servicer for any costs or expenses shall be satisfied by the Servicer’s
reimbursement of such costs or expenses from the Custodial Account.
Notwithstanding the foregoing, it is understood that American Home and American
Home Servicing shall not be obligated to defend and indemnify and hold harmless
the Master Servicer, the Trust Fund, the Trustee, GCFP and GCA against any
losses, damages, penalties, fines, forfeitures, judgments and any related costs
including, without limitation, reasonable and necessary legal fees, resulting
from (i) actions or inactions of American Home or American Home Servicing which
were taken or omitted upon the written instruction or written direction of
the
Trust Fund’s designee or (ii) the failure of the Trust Fund’s designee to
perform the obligations of the “Owner” or “Purchaser” under the Servicing
Agreement.
3
Warranties
GCFP,
American Home and American Home Servicing mutually warrant and represent that,
with respect to the Serviced Loans, the Servicing Agreement is in full force
and
effect as of the date hereof and has not been amended or modified in any way
with respect to the Serviced Loans, except as set forth herein, and no notice
of
termination has been given thereunder.
Representations
Pursuant
to Section 12 of the Servicing Agreement, American Home and American Home
Servicing hereby represent and warrant, for the benefit of GCFP, GCA, the
Trustee and the Trust Fund, that (i) the representations and warranties set
forth in Section 7.01 of the Servicing Agreement are true and correct as of
June
30, 2006 (the “Reconstitution
Date”),
as if
such representations and warranties were made on such date and (ii) the
representations and warranties set forth in Section 7.02 of the Servicing
Agreement are true and correct as of the Closing Date (as defined in the
Servicing Agreement).
American
Home and American Home Servicing hereby acknowledge and agree that the remedies
available to the Trust Fund (including the Trustee acting on the Trust Fund’s
behalf) in connection with any breach of the representations and warranties
made
by American Home or American Home Servicing set forth above that materially
and
adversely affects the value of a Serviced Loan or the interests of the Purchaser
in such Serviced Loan shall be as set forth in Subsection 7.03 of the Servicing
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein). Such enforcement of
a
right or remedy by the Trustee shall have the same force and effect as if the
right or remedy had been enforced or exercised by the Trust Fund as Purchaser
under the Servicing Agreement.
Assignment
American
Home and American Home Servicing hereby acknowledge that the rights of GCFP
under the Servicing Agreement as amended by this Agreement with respect to
the
Serviced Loans will be assigned to GCA under a Mortgage Loan Purchase Agreement
and by GCA to the Trust Fund under the Pooling and Servicing Agreement. In
addition, the Trust Fund has made, or intends to make, a REMIC election.
American Home and American Home Servicing hereby consent to such assignment
and
assumption and acknowledges the Trust Fund’s REMIC election.
Notices
and Remittances
1. All
notices, consents, certificates, reports and certifications (collectively,
“Written
Information”)
required to be delivered to the Purchaser under the Servicing Agreement and
under this Agreement shall be delivered to the Master Servicer at the following
address:
4
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx 00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group, HarborView
2006-6
(or
in the case of overnight deliveries,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 21045)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
2. All
amounts required to be remitted or distributed by the Servicer to the
“Purchaser” under the Servicing Agreement and under this Agreement shall be on a
scheduled/scheduled basis and shall be made to the following wire
account:
Xxxxx
Fargo Bank, N.A.
ABA#:
000-000-000
Account
Name: SAS CLEARING
Account
Number: 0000000000
For
further credit to: HarborView 2006-6, Account #00000000
3. All
Written Information required to be delivered to the Trustee under the Servicing
Agreement and under this Agreement shall be delivered to the Trustee at the
following address:
Deutsche
Bank National Trust Company
0000
Xxxx
Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention: HarborView
2006-6
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
4. All
Written Information required to be delivered to the Depositor under the
Servicing Agreement and under this Agreement shall be delivered to the Depositor
at the following address:
Greenwich
Capital Acceptance, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department (HarborView 2006-6)
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
5
5. All
demands, notices and communications required to be delivered to American Home
under the Servicing Agreement and this Agreement shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, as follows:
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Xxxxxxxx,
Xxx Xxxx 00000
Xxxx
X.
Xxxx, General Counsel
6. All
demands, notices and communications required to be delivered to American Home
Servicing under the Servicing Agreement and this Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, as follows:
American
Home Mortgage Servicing, Inc.
0000
Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Xxxxx
Xxxxxxxx, Executive Vice President
With
copies to:
American
Home Mortgage Corp.
000
Xxxxxxxxxxx Xxxx
Xxxxxxxx,
Xxx Xxxx 00000
Xxxx
X.
Xxxx, General Counsel
Governing
Law
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Counterparts
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
Reconstitution
American
Home, American Home Servicing and GCFP agree that this Agreement is a
Reconstitution Agreement executed in connection with a Securitization
Transaction and that June 30, 2006 is the Reconstitution Date.
6
Limited
Role of the Trustee
The
Trustee shall have no obligations or duties under this Agreement except as
expressly set forth herein. No implied duties on the part of the Trustee shall
be read into this Agreement. Nothing herein shall be construed to be an
assumption by the Trustee of any duties or obligations of any party to this
Agreement or the Servicing Agreement, the duties of the Trustee being solely
those set forth in the Pooling and Servicing Agreement. The Trustee is entering
into this Agreement solely in its capacity as Trustee under the Pooling and
Servicing Agreement and not individually, and there shall be no recourse against
the Trustee in its individual capacity hereunder or for the payment of any
obligations of the Trust or the Trust Fund.
7
Executed
as of the day and year first above written.
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
AMERICAN
HOME MORTGAGE CORP.
By:
/s/ Xxxx X. Xxxx
Name:
Xxxx X. Xxxx
Title:
Executive Vice President
General Counsel and Secretary
AMERICAN
HOME MORTGAGE SERVICING, INC.
By:
/s/ Xxxx X. Xxxx
Name:
Xxxx X. Xxxx
Title:
Executive Vice President
General Counsel and Secretary
GREENWICH
CAPITAL ACCEPTANCE, INC.
By:
/s/ Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
XXXXX
FARGO BANK, N.A.,
as
Master Servicer and Securities Administrator
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
Assistant Vice President
Agreed
to
and acknowledged By:
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in
its individual capacity, but solely as Trustee
For
HarborView Mortgage Trust 2006-6 Trust Fund
under
the
Pooling and Servicing Agreement
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
By:
/s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
EXHIBIT
ONE
Modifications
to the Servicing Agreement
|
1.
|
The
definition of “Business Day” in Section 1 is hereby amended in its
entirety to read as follows:
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Business
Day:
Any day
other than a Saturday or Sunday, or a day on which banks and savings and loan
institutions in California, Maryland, Minnesota or New York are authorized
or
obligated by law or executive order to be closed.
|
2.
|
The
definition of “Eligible Account” in Section 1 is hereby amended in its
entirety to read as follows:
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Eligible
Account:
Any
of:
(1)
an
account or accounts maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated F-1 by Fitch, P-1 by Xxxxx’x and
A-1+ by S&P at the time any amounts are held on deposit
therein;
(2) an
account or accounts the deposits in which are fully insured by the FDIC (to
the
limits established by it), the uninsured deposits in which account are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered to the
Securities Administrator and the Trustee and to each Rating Agency, the Trustee
on behalf of the Certificateholders will have a claim with respect to the funds
in the account or a perfected first priority security interest against the
collateral (which shall be limited to Permitted Investments) securing those
funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained;
(3) a
trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity; or
(4) an
account otherwise acceptable to each Rating Agency without reduction or
withdrawal of its then current ratings of the Certificates as evidenced by
a
letter from such Rating Agency to the Securities Administrator and the Trustee.
Eligible Accounts may bear interest.
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3.
|
The
definition of “Mortgage Interest Rate” in Section 1 is hereby amended by
adding the phrase “net of any Relief Act Reduction” to the end of such
definition.
|
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4.
|
The
definition of “Opinion of Counsel” in Section 1 is hereby amended in its
entirety to read as follows:
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Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the Seller, that is
reasonably acceptable to the Trustee and the Master Servicer provided that
any
Opinion of Counsel relating to (a) qualification of the Mortgage Loans in a
REMIC or (b) compliance with the REMIC Provisions, must be an opinion of counsel
reasonably acceptable to the Trustee, the Master Servicer and the Depositor
who
(i) is in fact independent of the Seller, (ii) does not have any material direct
or indirect financial interest in the Seller or in any affiliate of any such
entity and (iii) is not connected with the Seller as an officer, employee,
director or person performing similar functions.
1-1
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5.
|
A
new definition of “Permitted Investments” is hereby added to Section 1
immediately following the definition of “Periodic Rate Cap” to read as
follows:
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Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase price
of not greater than par, regardless of whether issued or managed by the
Depositor, the Master Servicer, the Trustee or any of their respective
Affiliates or for which an Affiliate of the Trustee or the Master Servicer
serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
such
depository institution or trust company or its ultimate parent has a
short-term
uninsured debt rating in one of the two highest available rating categories
of
the Rating Agency and
(B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
(iii) repurchase
obligations with respect to any security described in clause (i) above and
entered into with a depository institution or trust company (acting as
principal) rated A or higher by the Rating Agency;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the District of
Columbia or any State thereof and that are rated by the Rating Agency in its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations) that is rated by the Rating Agency in its highest
short-term unsecured debt rating available at the time of such
investment;
(vi) units
of
money market funds (which may be 12b-1 funds, as contemplated by the Commission
under the Investment Company Act of 1940) registered under the Investment
Company Act of 1940 including funds managed or advised by the Trustee, the
Master Servicer or an affiliate thereof having the highest applicable rating
from the Rating Agency; and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agency in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial ratings
of
the Senior Certificates;
provided,
however,
that no
instrument described hereunder shall evidence either the right to receive (a)
only interest with respect to the obligations underlying such instrument or
(b)
both principal and interest payments derived from obligations underlying such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations.
1-2
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6.
|
A
new definition of “Rating Agency” is hereby added to Section 1 immediately
following the definition of “Qualified Substitute Mortgage Loan” to read
as follows:
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Rating
Agency:
Any
nationally recognized statistical rating agency rating the securities issued
in
the applicable Securitization Transaction.
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7.
|
A
new definition of “Relief Act Reduction” is hereby added to Section 1
immediately following the definition of “Regulation AB” to read as
follows:
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Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of the interest collectible thereon as a result of the application of
the
Servicemembers Civil Relief Act, as amended, or any similar state 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.
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8.
|
A
new definition of “Sarbanes Certifying Party” is added to Section 1
immediately before the definition of “Securities Act” to read as
follows:
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Sarbanes
Certifying Party:
A
Person who provides a certification required under the Xxxxxxxx-Xxxxx Act of
2002 on behalf of the Trust Fund.
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9.
|
Subsection
7.03 (Remedies for Breach of Representations and Warranties) is hereby
amended as follows:
|
|
(i)
|
by
adding the words “(payable from its own funds and not from the Custodial
Account)” to the first sentence of the sixth paragraph after the word
“indemnify;”
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(ii)
|
by
replacing the words “any subsequent Purchaser and hold them” at the
beginning of the second line of the sixth paragraph with “GCFP, the
Depositor, the Trustee and the Trust Fund and hold each of
them;”
|
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(iii)
|
by
replacing each of the references to “any subsequent Purchaser” in the last
sentence of the sixth paragraph with “GCFP, the Depositor, the Trustee and
the Trust Fund;” and
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(iv)
|
by
replacing each of the references to “the Purchaser” in the seventh
paragraph of with “GCFP, the Depositor or the Trustee.”
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10.
|
A
new Subsection 7.05 (Credit Reporting) is added to Section 7 to read
as
follows:
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Subsection
7.05
The
Seller will fully furnish in accordance with the Fair Credit Reporting Act
and
its implementing regulations, accurate and complete information (i.e., favorable
and unfavorable) on its borrower credit files to Equifax, Experian and Trans
Union Credit Information Company, on a monthly basis.
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11.
|
Subsection
13.03 (Information to Be Provided by the Seller) is hereby amended
as
follows:
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1-3
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(i)
|
by
replacing “If so requested by the Purchaser, any Master Servicer or any
Depositor for the purpose of satisfying its reporting obligations” of the
first sentence of subclause (iv) with “For the purpose of satisfying the
reporting obligation”;
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(ii)
|
by
adding “, the Master Servicer” after “Purchaser” in the fifth line of
clause (v); and
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(iii)
|
by
replacing clause (viii) in its entirety with the
following:
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|
(viii)
|
The
Seller shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any
certification or statement and no more than once a year, copies of
financial information and reports, and such other information related
to
the Seller or any Subservicer or the Seller or such Subservicer’s
performance hereunder as may be reasonably requested by the Purchaser,
any
Master Servicer or any Depositor.
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12.
|
Subsection
13.04 (Servicer Compliance Statement) is hereby amended by adding
“, the
Master Servicer” after each appearance of the word “Purchaser” in the
second line of the first paragraph.
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13.
|
Subsection
13.05 (Report on Assessment of Compliance and Attestation) is hereby
amended by deleting clause (i)(4) in its entirety and replacing it
with
new clause (i)(4) to reads as
follows:
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|
(i)(4)
|
deliver,
and cause each Subservicer and Subcontractor described in clause
(3) above
to deliver, to the Purchaser, any Depositor and any other Person
that will
be responsible for signing the certification (a “Sarbanes Certification”)
required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant
to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an
asset-backed issuer with respect to a Securitization Transaction,
a
certification, signed by an appropriate officer of the Company, in
the
form attached hereto at Exhibit 14.
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14.
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Subsection
13.06(i) (Use of Subservicers and Subcontractors) is hereby amended
by
deleting the reference to “Sections 13.02, 13.03(c) and (e), 13.04” and
replacing it with “Sections 13.02, 13.03(iii), (v), (vi), (vii) and
(viii), 13.04”.
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15.
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Subsection
13.06(i) is hereby amended by adding the words “, any Master Servicer”
after the word “Purchaser” in such
section.
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16.
|
Subsection
13.06(ii) is hereby amended by adding the words “(and in any event within
five days after any such request)” after the words “promptly upon request”
in the second sentence of such
paragraph.
|
|
17.
|
Subsection
13.06 is hereby amended by adding the words “and any other certifications”
after the word “attestation” in the last sentence of the last paragraph of
such section.
|
1-4
|
18.
|
Subsection
13.07(b)(ii) (Indemnification; Remedies) is hereby amended by deleting
the
phrase “which continues unremedied for ten calendar days” from the first
sentence.
|
|
19.
|
Subsection
14.01 (Additional Indemnification by the Seller) is hereby
amended:
|
by
replacing each of the references to “any subsequent Purchaser” in the paragraph
with “GCFP, the Trust Fund, the Master Servicer, the Trustee and the
Depositor.”
|
20.
|
Subsection
14.04 (Servicer Not to Resign) is hereby amended as
follows:
|
|
(i)
|
by
replacing the reference to “the Purchaser” in the second line with “the
Trustee or the Master Servicer;”
|
|
(ii)
|
by
replacing the first reference to “the Purchaser” in the second sentence
with “the Trustee or the Master Servicer;”
and
|
|
(iii)
|
by
replacing the second reference to “the Purchaser” in the second sentence
with “the Trustee or the Master Servicer.”
|
|
21.
|
Subsection
14.05 (No Transfer of Servicing) is hereby amended by replacing the
words
“prior written approval of the Purchaser” with “prior written consent of
the Master Servicer, which consent shall not be unreasonably withheld” in
the second sentence of the
paragraph.
|
|
22.
|
Subsection
15.01 (Events of Default) is hereby amended as
follows:
|
|
(i)
|
by
replacing each reference to “the Purchaser” with “the Master Servicer;”
|
|
(ii)
|
by
amending subclause (ii) to add the phrase “(other than in Section 13)”
after the words “set forth in this Agreement;”
and
|
|
(iii)
|
by
deleting “Section 13 or” from subclause (x).
|
|
23.
|
Subsection
15.02 (Waiver of Defaults) is hereby amended by replacing the reference
to
“Purchaser” with “Master Servicer.”
|
|
24.
|
Section
16 (Termination) is hereby amended by deleting the first sentence
thereof
in its entirety and replacing it with the
following:
|
Section
16. Termination
The
respective obligations and responsibilities of the Servicer shall terminate
upon
the: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of all REO
Property and the remittance of all funds due hereunder; (ii) in accordance
with
Section 15.01 or (iii) in accordance with Section 14.05.
1-5
|
25.
|
Section
17 (Successor to the Servicer) is hereby amended as
follows:
|
|
(i)
|
by
replacing the words “Prior to” with “Upon” at the beginning of the first
sentence of the first paragraph;
|
|
(ii)
|
by
replacing the reference to “Section 12, 15 or 16” with “Subsection 15.01”
in the second line of the first
paragraph;
|
|
(iii)
|
by
adding the following new sentence immediately after the first sentence
of
the first paragraph to read as
follows:
|
Any
successor to the Servicer shall be a FHLMC- or FNMA-approved servicer and shall
be subject to the approval of each Rating Agency, as evidenced by a letter
from
each such Rating Agency delivered to the Trustee and the Master Servicer that
the transfer of servicing will not result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates.
|
(iv)
|
by
adding the following proviso at the end of the second sentence of
the
first paragraph immediately before the period to read as
follows:
|
;
provided,
however,
that no
such compensation shall be in excess of that permitted the Servicer under this
Agreement.
|
(v)
|
by
replacing the references to “the Purchaser” in the second and eighth lines
of the second paragraph with “the Master Servicer and the Trustee;”
and
|
|
(vi)
|
by
adding the following new paragraph as the fourth paragraph to read
as
follows:
|
Except
as otherwise provided in this Section 17, all reasonable costs and
expenses
incurred in connection with any transfer of servicing hereunder (as a result
of
the termination or resignation of the Servicer), or of the Master Servicer
in
assuming the responsibilities of the Servicer hereunder, or of transferring
the
Servicing Files and the other necessary data, including the completion,
correction or manipulation of such servicing data as may be required to correct
any errors or insufficiencies in the servicing data, to the successor servicer
shall be paid by the terminated or resigning Servicer from its own funds without
reimbursement.
|
26.
|
Section
25 (Successors and Assigns) is hereby amended by replacing the words
“the
consent of the Purchaser” at the end of the last sentence with “the prior
written consent of Greenwich Capital Acceptance, Inc., the Trustee,
the
Master Servicer and each Rating
Agency.”
|
|
27.
|
A
new Section 34 (Amendment) is hereby added to the Servicing Agreement
to
read as follows:
|
SECTION
34. Amendment.
This
Agreement may be amended only by written agreement signed by the Servicer,
the
Depositor, the Master Servicer and the Trustee. The party requesting such
amendment shall, at its own expense, provide the Depositor, the Master Servicer
and the Trustee with an Opinion of Counsel that (i) such amendment is permitted
under the terms of this Agreement, (ii) the Servicer has complied with all
applicable requirements of this Agreement, and (iii) such Amendment will not
materially adversely affect the interest of the Certificateholders in the
Serviced Loans.
1-6
|
28.
|
Section
33 (Intended Third Party Beneficiary) is hereby deleted in its entirety
and replaced with the following:
|
SECTION
33. Intended
Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the intent of such
parties as set forth herein, that the Trustee, the Master Servicer and the
Depositor each receive the benefit of the provisions of this Agreement as an
intended third party beneficiary of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to the Trustee, the
Master Servicer and the Depositor as if the Trustee, the Master Servicer and
the
Depositor were each a party to this Agreement, and the Trustee, the Master
Servicer and the Depositor each shall have the same rights and remedies to
enforce the provisions of this Agreement as if it were a party to this
Agreement. Notwithstanding the foregoing, all rights and obligations of the
Trustee, the Master Servicer and the Depositor hereunder (other than the right
to indemnification and the indemnification obligations, as applicable) shall
terminate upon termination of the Trust Fund pursuant to the Pooling and
Servicing Agreement.
|
29.
|
Section
11.01 of the Servicing Addendum (Servicer to Act as Servicer) is
hereby
amended as follows:
|
|
(i)
|
by
adding the following proviso at the end of the first paragraph to
read as
follows:
|
provided,
however,
that
the 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 Trustee and the Master Servicer have received an Opinion of
Counsel (at the expense of the Servicer reimbursable from funds in the Custodial
Account) 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.
|
(ii)
|
by
adding the following additional proviso at the end of the first sentence
of the second paragraph to read as
follows:
|
;
provided,
further,
no such
modification shall be permitted unless the Servicer shall have provided to
the
Trustee and the Master Servicer an Opinion of Counsel in writing to the effect
that such modification, waiver or amendment would not cause either (i) the
loss
of status as a REMIC, within the meaning of Section 860D of the Code, for any
group of assets identified as a REMIC in the Preliminary Statement to the
Pooling and Servicing Agreement, or (ii) the imposition of any tax, including
the tax imposed under Section 860F(a)(1) on prohibited transactions, and the
tax
imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC
created under the Pooling and Servicing Agreement to the extent such tax would
be payable from assets held as part of the Trust Fund, such event, an “Adverse
REMIC Event.” The costs of obtaining such Opinion of Counsel shall be a
reimbursable expense to the Seller to be withdrawn from the Custodial Account
pursuant to Section 11.05 of this Agreement. Promptly after the execution of
any
modification of any Mortgage Loan, the Servicer shall deliver to the Trustee
the
originals of any documents evidencing such modification.
1-7
|
30.
|
Section
11.03(d) of the Servicing Addendum (Realization Upon Defaulted Mortgage
Loans) is hereby deleted in its
entirety.
|
|
31.
|
Section
11.04 of the Servicing Addendum (Establishment of Custodial Accounts;
Deposits in Custodial Accounts) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “, entitled ‘in trust for the Trustee of the HarborView
Mortgage Trust 2006-6 Trust Fund’” at the end of the first sentence of the
first paragraph;
|
|
(ii)
|
by
adding a new paragraph at the end of the section to read as
follows:
|
|
“Funds
in the Custodial Account shall, if invested, be invested in Permitted
Investments; provided, however, that the Servicer shall be under
no
obligation or duty to invest (or otherwise pay interest on) amounts
held
in the Custodial Account. All Permitted Investments shall mature
or be
subject to redemption or withdrawal no later than one Business Day
prior
to the next succeeding Remittance Date (except that if such Permitted
Investment is an obligation of the Servicer, then such Permitted
Investment shall mature not later than such applicable Remittance
Date).
Any and all investment earnings from any such Permitted Investment
shall
be for the benefit of the Servicer and shall be subject to its withdrawal
or order from time to time, and shall not be part of the Trust Fund.
The
risk of loss of moneys required to be remitted to the Master Servicer
resulting from such investments shall be borne by and be the risk
of the
Servicer. The Servicer shall deposit the amount of any such loss
in the
Custodial Account immediately as realized, but in no event later
than the
related Remittance Date.”
|
|
(iii)
|
by
deleting the final paragraph of Subsection
11.04.
|
|
32.
|
Section
11.05 of the Servicing Addendum (Permitted Withdrawals From the Custodial
Account) is hereby amended as
follows:
|
|
(i)
|
by
deleting the phrase “from that portion of any payment or recovery as to
interest on a particular Mortgage Loan” from the end of subclause
(iv);
|
|
(ii)
|
by
adding a new subclause (ix) to read as
follows:
|
(ix)
to
reimburse itself for unreimbursed Servicing Advances to the extent that such
amounts are nonrecoverable by the Servicer pursuant to subclause
(iii) above.
1-8
|
(iii)
|
by
adding the words “and (ix)” after the words “subclauses (ii) - (vii)” in
the first sentence of the last
paragraph.
|
|
33.
|
Section
11.06 of the Servicing Addendum (Establishment of Escrow Accounts;
Deposits in Escrow Accounts) is hereby amended as
follows:
|
|
(i)
|
by
adding the words “, entitled ‘in trust for the Trustee of the HarborView
2006-6 Trust Fund’” at the end of the first sentence of the first
paragraph;
|
|
(ii)
|
by
adding the words “subject to a two (2) Business Day ACH lag,” after
“basis,” in the first line of the second paragraph;
and
|
|
(ii)
|
by
adding the following sentence after the first sentence of the second
paragraph as follows:
|
|
The
Servicer will be obligated to make Servicing Advances to the Escrow
Account in respect of its obligations under this Section 11.06,
reimbursable from the Escrow Accounts or Custodial Account to the
extent
not collected from the related Mortgagor, anything to the contrary
notwithstanding, when and as necessary to pursuant to Section 11.08
hereof; provided,
however,
that Servicing Advances shall not be required to be made by the Servicer
if such Servicing Advance would, if made, be, in the Servicer’s reasonable
judgment, nonrecoverable.
|
|
34.
|
The
sixth, seventh and eighth sentences of the second paragraph of Section
11.13 of the Servicing Addendum (Title, Management and Disposition
of REO
Property) are hereby deleted in their entirety and replaced by the
following:
|
The
Servicer shall use its best efforts to dispose of each REO Property as soon
as
possible and shall sell each REO Property in any event within three (3) years
after title has been taken to such REO Property, unless (a) a REMIC election
has
not been made with respect to the arrangement under which the Mortgage Loans
and
the REO Property are held, or (b) the Servicer determines, and gives an
appropriate notice to the Master Servicer to such effect, that a longer period
is necessary for the orderly liquidation of such REO Property and the Seller,
at
its expense, obtains an extension of time from the Internal Revenue Service
to
sell the REO Property or provides an opinion of counsel that the REMIC status
is
not affected if the Servicer has not disposed of the REO Property within such
three (3) year period. If a period longer than three (3) years is permitted
under the foregoing sentence and is necessary to sell any REO Property, the
Servicer shall report monthly to the Master Servicer as to the progress being
made in selling such REO Property.
|
35.
|
Section
11.14 of the Servicing Addendum (Distributions) is hereby amended
as
follows:
|
|
(i)
|
by
replacing “Monthly Prepayments” with “Monthly Payments” in the first
paragraph;
|
|
(ii)
|
by
(a) deleting the words “the second Business Day following” in the first
sentence of the third paragraph and (b) replacing the words “day following
such second Business Day” in the second sentence of the third paragraph
with “Business Day on which such remittance was due”;
and
|
1-9
|
(iii)
|
by
deleting the second paragraph of such Section and inserting the following
paragraph in its place:
|
|
|
Each
remittance pursuant to this Section 11.14 shall be made by wire
transfer
of immediately available funds to, or by other means of transmission
or
transfer that causes funds to be immediately available in, the
Distribution Account which shall have been designated by the Master
Servicer.
|
|
36.
|
Section
11.16 of the Servicing Addendum (Statements to the Purchaser) is
hereby
amended by deleting the first sentence in its entirety and replacing
it
with the following:
|
Statements
to the Master Servicer. Not later than the tenth (10th)
calendar day of each month (or, if such tenth (10th)
day is not a Business Day, the following Business Day) the Servicer shall
furnish to the Master Servicer in electronic format a statement providing loan
level accounting data and defaulted loan data for the period ending on the
last
Business Day of the preceding month in the format attached as Exhibit 15 or
in
such other mutually agreed to between the Servicer and the Master Servicer.
The
information required shall consist of that which is substantially in such form
mutually agreed upon by the Servicer and the Master Servicer, taking into
consideration the status of the subject loans and the availability of the
requested information.
|
37.
|
Section
11.24 of the Servicing Addendum (Statement as to Compliance) and
Exhibit
12 are hereby deleted in their
entirety.
|
|
38.
|
Section
11.25 of the Servicing Addendum (Independent Public Accountants’ Servicing
Report) is hereby deleted in its
entirety.
|
|
39.
|
Exhibit
13 is hereby amended by inserting therein the reporting formats attached
hereto as Exhibit Five.
|
|
40.
|
Exhibit
14 is hereby amended:
|
|
(i)
|
by
deleting the sentence “The Servicing Assessment and the Attestation Report
cover all items of the servicing criteria identified on Exhibit 15
to the
Agreement as applicable to the Company.” from subclause (v);
and
|
|
(ii)
|
by
deleting the last sentence of subclause (v) in its
entirety.
|
|
41.
|
Exhibit
15 is hereby deleted in its entirety and replaced with Exhibit Four
attached hereto.
|
1-10
EXHIBIT
TWO
List
of Mortgage Loans
EXHIBIT
THREE
Servicing
Agreement
EXHIBIT
FOUR
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements.
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
EXHIBIT
FIVE
|
Standard
File Layout - Master Servicing
|
||||
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
65=Repurchase, 70=REO
|
2
|
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
REALIZED
LOSS CALCULATION INFORMATION
XXXXX
FARGO BANK, N.A. Form 332
Calculation
of Realized Loss
Purpose
To
provide the Servicer with a form for the calculation of any Realized Loss
(or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
Distribution
The
Servicer will prepare the form in duplicate and send the original together
with
evidence of conveyance of title and appropriate supporting documentation
to the
Master Servicer with the Monthly Accounting Reports which supports the Mortgage
Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
the duplicate for its own records.
Due
Date
With
respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the
Master
Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if
such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage
Loan,
then the form will be submitted on the first Statement Date occurring after
the
30th
day
following receipt of final liquidation proceeds and supporting documentation.
Preparation
Instructions
The
numbers on the form correspond with the numbers listed below.
1. The
actual Unpaid Principal Balance of the Mortgage Loan.
2. The
Total Interest Due less the aggregate amount of servicing fee that would
have
been earned if all delinquent payments had been made as agreed.
|
3-7.
|
Complete
as necessary. All line entries must be supported by copies of appropriate
statements,
|
vouchers,
receipts, canceled checks, etc., to document the expense. Entries not properly
documented
will not be reimbursed to the Servicer.
|
8.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis.
|
|
10.
|
The
total of lines 1 through 9.
|
Credits
|
11-17.
|
Complete
as necessary. All line entries must be supported by copies of the
appropriate claims forms, statements, payment checks, etc. to document
the
credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency,
the
difference between the Unpaid Principal Balance of the Note prior
to the
Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
by the
Bankruptcy Deficiency should be input on line 16.
|
|
18.
|
The
total of lines 11 through 17.
|
Total
Realized Loss (or Amount of Any Gain)
|
19.
|
The
total derived from subtracting line 18 from 10. If the amount represents
a
realized gain, show the amount in parenthesis ( ).
|
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS
XXXXX
FARGO BANK, N.A. Trust: ___________________________
Prepared
by: __________________ Date: _______________
Phone:
______________________
Servicer
Loan No. Servicer
Name Servicer
Address
XXXXX
FARGO BANK, N.A.
Loan
No._____________________________
Borrower’s
Name:________________________________________________________
Property
Address:________________________________________________________________
|
Liquidation
and Acquisition Expenses:
|
|
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
_______________(1)
|
|
Interest
accrued at Net Rate
|
________________(2)
|
|
Attorney’s
Fees
|
________________(3)
|
|
Taxes
|
________________(4)
|
|
Property
Maintenance
|
________________(5)
|
|
MI/Hazard
Insurance Premiums
|
________________(6)
|
|
Hazard
Loss Expenses
|
________________(7)
|
|
Accrued
Servicing Fees
|
________________(8)
|
|
Other
(itemize)
|
________________(9)
|
|
$
_________________
|
|
|
Total
Expenses
|
$
______________(10)
|
|
Credits:
|
|
|
Escrow
Balance
|
$
______________(11)
|
|
HIP
Refund
|
________________(12)
|
|
Rental
Receipts
|
________________(13)
|
|
Hazard
Loss Proceeds
|
________________(14)
|
|
Primary
Mortgage Insurance Proceeds
|
________________(15)
|
|
Proceeds
from Sale of Acquired Property
|
________________(16)
|
|
Other
(itemize)
|
________________(17)
|
|
___________________
|
|
|
___________________
|
|
|
Total
Credits
|
$________________(18)
|
Total
Realized Loss (or Amount
of Gain)
$________________
