BILL ANALYSIS                                                                                                                                                                                                    



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          (  Without Reference to File  )

          SENATE THIRD READING
          SB 7 X2 (Corbett)
          As Amended  February 14, 2009
          Majority vote 
           
          SENATE VOTE  :  Vote not relevant  

          SUMMARY  :  Provides that a servicer of residential mortgage loans  
          may not proceed with foreclosure proceedings for 90 days under  
          specified conditions, unless the servicer has a comprehensive  
          loan modification program.  Specifically,  this bill  :  

          1)Makes legislative findings and declarations relating to the  
            foreclosure crisis.

          2)Specifies that a mortgage, trustee, or other person authorized  
            to take sale shall not give notice of sale until for an  
            additional  90-days in order to allow parties to pursue a loan  
            modification to prevent foreclosure, if the following  
            conditions exist:

             a)   The loan was recorded between January 1, 2003 to January  
               1, 2008;

             b)   The loan is the first mortgage or deed of trust;

             c)   The borrower occupies the property as their principal  
               residence when the loan becomes delinquent; and,

             d)   The Notice of Default (NOD) has been recorded on the  
               property.

          3)Provides that the additional 90-day foreclosure delay does not  
            apply to the following:

             a)   Loans serviced by a mortgage loan servicer that has  
               obtained an order from the Department of Corporations  
               (DOC), Department of Real Estate (DRE), or Department of  
               Financial Institutions (DFI) exempting it from the 90-day  
               foreclosure delay by providing evidence that the servicer  
               has a comprehensive loan modification program;









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             b)   Loan serviced by a mortgage loan servicer that has  
               applied for an exemption, but the final decision has not  
               been rendered;

             c)   Loans made, purchased, or serviced by a California state  
               or local public housing agency or authority; or,

             d)   Loans that are collateral for securities purchased by a  
               California state or local public hosing agency or  
               authority.

          4)The foreclosure delay shall not apply if any of the following  
            occurs:


             a)   The borrower has surrendered the property, as evidenced  
               by either a letter confirming the surrender or delivery of  
               the keys to the property to the mortgagee, trustee,  
               beneficiary, or authorized agent;

             b)   The borrower has contracted with an organization,  
               person, or entity whose primary business is advising people  
               who have decided to leave their homes regarding how to  
               extend the foreclosure process and avoid their contractual  
               obligations to mortgagees or beneficiaries; or,

             c)   The borrower has filed for bankruptcy, and the  
               proceedings have not been finalized.

          5)Provides that a mortgage loan servicer may be exempt from the  
            90-day foreclosure delay on loans it services if it has  
            received an exemption based on having a comprehensive loan  
            modification program consisting of the following features:

             a)   The loan modification program is intended to keep  
               borrowers whose principal residences are homes located in  
               California in those homes when the anticipated recovery  
               under the loan modification or workout plan exceeds the  
               anticipated recovery through foreclosure on a net present  
               value basis;

             b)   The loan modification program targets a ratio of the  
               borrower's housing-related debt to the borrower's gross  
               income of 38 percent or less, on an aggregate basis within  








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               the program; and,

             c)   The loan modification program includes some combination  
               of the following features:

               i)     An interest rate reduction, as needed, for a fixed  
                 term of at least five years;

               ii)    An extension of the amortization period for the loan  
                 term to no more than 40 years from the original date of  
                 the loan;

               iii)   Deferral of some portion of the principal amount of  
                 the unpaid principal balance until maturity of the loan;

               iv)    Reduction of principal;

               v)     Compliance with a federally mandated loan  
                 modification program;

               vi)    Other factors that the commissioner (see 19) below  
                 for any references to commissioner) determines are  
                 appropriate. In determining those factors, the  
                 commissioner may consider efforts implemented in other  
                 jurisdictions that have resulted in a reduction in  
                 foreclosures; and,

               vii)   Results in long-term sustainability for the  
                 borrower.

          6)Specifies that the application for exemption shall be in the  
            form and manner determined by the commissioner.

          7)Requires the commissioner to notify applicants of the date of  
            receipt of an initial exemption application and requires the  
            commissioner to issue a temporary order exempting the mortgage  
            loan servicer from the foreclosure delay. The temporary order  
            shall remain in effect until a final order has been issued by  
            the commissioner.

          8)Provides that within 30 days of receipt of an application, the  
            commissioner shall make a final determination on whether the  
            application meets the criteria of a comprehensive loan  
            modification program.  








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          9)Specifies that a mortgage loan servicer may resubmit its loan  
            modification program to the commissioner if its application  
            for exemption is denied. 

          10)Provides authority to the commissioner to revoke, upon  
            reasonable notice and an opportunity to be heard, an exemption  
            granted to a mortgage loan servicer if the servicer has  
            submitted a materially false or misleading application or if  
            the approved loan modification program has been materially  
            altered from the loan modification program on which the  
            exemption was based.  

          11)Specifies that revocation by the commissioner shall not be  
            retroactive.

          12)Mandates that the commissioner shall adopt emergency and  
            final regulations, as necessary, to clarify the application of  
            this legislation, including the creation of the application  
            for servicers and requirements regarding the reporting of loan  
            modification data by mortgage loan servicers.

          13)Specifies that three months after the first exemption is  
            issued the Secretary of the Business, Transportation and  
            Housing Agency (Secretary) shall submit a report to the  
            Legislature regarding the details of the actions taken to  
            implement this legislation and the numbers of applications  
            received and orders issued.  The Secretary shall submit an  
            additional report six months from the date of the submission  
            of the first report and every six months thereafter. 

          14)Requires, that within existing resources, the commissioners  
            shall collect, from some or all mortgage loan servicers, data  
            regarding loan modifications accomplished pursuant to this  
            section and shall make the data available on an Internet Web  
            site at least quarterly.

          15)Mandates that the Secretary shall maintain on an Internet Web  
            site a publicly available list disclosing the exemptions  
            granted, the date of each exemption and a link to a Web site  
            describing the program.

          16)Allows, until January 1, 2010, the commissioner is authorized  
            to contract for goods and services necessary to implement  








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            these provisions, and any such contract shall be exempt from  
            Chapter 2 [commencing with Section 10290] of Part 2 of  
            Division 2 of the Public Contract Code.  Not less than 30 days  
            prior to awarding any contract, the commissioner shall provide  
            the pending contract documents to the Joint Legislative Budget  
            Committee.

          17)Provides that any person who violates any provision of this  
            legislation shall be deemed to have violated his or her  
            license law as it relates to these provisions.

          18)Provides that the nothing shall require a servicer to violate  
            contractual agreements for investor-owned loans or provide a  
            modification to a borrower who is not willing or able to pay  
            under the modification. 

          19) Defines  "Commissioner" as any of the following:

             a)   The Commissioner of DOC for licensed residential  
               mortgage lenders and servicers and licensed finance lenders  
               and brokers servicing mortgage loans and any other entities  
               servicing mortgage loans that are not described in  
               subparagraph (b) or (c);

             b)   The Commissioner of DFI for commercial and industrial  
               banks and savings associations and credit unions organized  
               in this state servicing mortgage loans; or, 

             c)   The Commissioner of DRE for licensed real estate brokers  
               servicing mortgage loans.

          20)Defines "Housing-related debt" as debt that includes loan  
            principal, interest, property taxes, hazard insurance, flood  
            insurance, mortgage insurance, and homeowner association fees.

          21)Defines "Mortgage loan servicer" as a person or entity that  
            receives or has the right to receive installment payments of  
            principal, interest, or other amounts placed in escrow,  
            pursuant to the terms of a mortgage loan or deed of trust, and  
            performs services relating to that receipt or enforcement as  
            the holder of the note or on behalf of the holder of the note  
            evidencing that loan.  

          22)Provides for a sunset date of January 1, 2011.








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          EXISTING LAW  :

          1)Regulates the non-judicial foreclosure process pursuant to the  
            power of sale contained within a mortgage contract, and  
            provides that in order to commence the process, a trustee,  
            mortgagee, or beneficiary must record a NOD and allow three  
            months to lapse before setting a date for sale of the  
            property. [Civil Code Section 2924, all further references are  
            to the Civil Code].

          2)Further provides that the mortgagee, trustee or other person  
            authorized to make the sale must give notice of sale, and  
            requires notice of the sale to be made, as specified, at least  
            20 days prior to the date of sale. [Section 2924f].

          3)Provides that a mortgage, trustee, beneficiary, or authorized  
            agent (entities) may not file a NOD until 30 days after  
            contact has been made with the borrower who is in default.  
            [Section 2923.5a1].

          4)Requires entities to contact a borrower in default in person  
            or by telephone and inform them of their right to a subsequent  
            meeting, and telephone number of the United States Department  
            of Housing and Urban Development (HUD) to find a HUD certified  
            housing counselor.  [Section 2923.5a2].

          5)Allows a borrower to assign a HUD-certified counselor,  
            attorney or other advisor to discuss with the entities options  
            for the borrower to avoid foreclosure. [Section 2923f].

          6)Provides that a NOD may be filed when an entity has not  
            contacted the borrower provided that the failure to contact  
            the borrower occurred despite reasonable due diligence on the  
            part of the entity and that "due diligence" means and requires  
            the following:

             a)   The entity sends a first class letter that includes the  
               toll-free number available for the borrower to find a  
               HUD-certified housing counseling agency; and,

             b)   Subsequent to the sending of the letter the entity  
               attempts to contact the borrower by telephone at least  








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               three times at different hours and on different days.  
               [Section 2923g].

          7)Requires an entity to maintain a toll-free number for  
            borrowers that will provide access to a live representative  
            during business hours and requires the entity to maintain a  
            link on the main page of its Internet Web site containing the  
            following information:

             a)   Options that may be available to borrowers who are  
               unable to afford their mortgage payments and who wish to  
               avoid foreclose, and instructions to borrowers advising  
               them on steps to take to explore these options; and,

             b)   A list of documents borrowers should collect and be  
               prepared to submit when discussing options to avoid  
               foreclosure. [Section 2923g (5)].

          8)Specifies that the notice and contact requirements do not  
            apply in the following circumstances:

             a)   The borrower has surrendered the property as evidenced  
               via a letter or delivery of keys to the property to the  
               entity;

             b)   The borrower has contacted a person or organization  
               whose primary business is advising people who have decided  
               to leave their homes on how to extend the foreclosure  
               process and avoid the contractual obligations; or,

             c)   The borrower has filed for bankruptcy. [Section 2923h].

          9)The requirements in point's #3-8 above only apply to loans  
            made from January 1, 2003 to December 31, 2007.

          10)The requirements in point's #3-8 above sunset, January 1,  
            2013.

          11)Makes a legislative finding and declaration that a loan  
            servicer acts in the best interests of all parties if it  
            agrees to, or implements a loan modification or workout plan  
            in one of the following circumstances:

             a)   The loan is in payment default, or payment default is  








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               reasonably foreseeable; or,

             b)   Anticipated recovery under the loan modification or  
               workout plan exceeds the anticipated recovery through  
               foreclosure on net present value basis. [Section 2923.6].

          12)Requires that upon posting of a notice of sale, an entity  
            shall mail to the borrower a notice in English and Spanish,  
            Chinese, Tagalog, Vietnamese, or Korean that states:  
            "Foreclosure process has begun on this property, which may  
            affect your right to continue to live in this property. Twenty  
            days or more after the date of this notice, this property may  
            be sold at foreclosure. If you are renting this property, the  
            new property owner may either give you a new lease or rental  
            agreement or provide you with a 60-day eviction notice.  
            However, other laws may prohibit an eviction in this  
            circumstance or provide you with a longer notice before  
            eviction. You may wish to contact a lawyer or your local legal  
            aid or housing counseling agency to discuss any rights you may  
            have."  [Section 2924.8].

           FISCAL EFFECT  :  Unknown

           COMMENTS  :   

          The Assembly Banking and Finance Committee has conducted several  
          hearings over the last 18 months reviewing the implications and  
          impacts, of what may be the largest financial crisis in recent  
          history.  In spite of the best efforts of regulators, financial  
          institutions and consumer organizations, foreclosures still  
          occur at record numbers.  

          Recently, the net amount of foreclosure activity has decreased,  
          though the numbers are still well above historic averages.  On  
          February 12, 2009, ForeclosureRadar reported that in January  
          2009
          Notices of Default, Notices of Trustee Sale, and sales at  
          auction, decreased not only from the prior month, but year over  
          year as well.  According to this report, these decreases could  
          be attributed to the significant changes taking place among  
          financial institutions. Wells Fargo, with its recent acquisition  
          of Wachovia, saw a drop in Notice of Default filings of 46  
          percent, while JP Morgan, which acquired Washington Mutual, saw  
          a drop of 49 percent. Bank of America, which earlier acquired  








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          Countrywide, saw a significant 281 percent increase in filings,  
          though still below the levels Countrywide experienced in the  
          second quarter of 2008.

          California had the second-highest state foreclosure rate last  
          month, with 1 in every 173 housing units receiving a filing.  
          Nevada foreclosure activity led the nation with 1 in 76 housing  
          units receiving a foreclosure filing. 


          Six of the top 10 metro areas with the highest foreclosure rates  
          in January were in California. Merced led the nation with 1 in  
          59 housing units receiving a filing -- nearly eight times the  
          national average. 


          Other California metros in the top 10: Riverside-San Bernardino  
          at No. 4, 1 in 81 housing units; Modesto at No. 5, 1 in every 84  
          units; Stockton at No. 6, 1 in every 86 units; Vallejo-Fairfield  
          at No. 7, 1 in every 100 units; and, Bakersfield at No. 8, 1 in  
          every 120 houses.

          According to online housing price data provider Zillow.com, the  
          housing market lost an estimated $3.3 trillion in value last  
          year and almost one in six owners owed more than their homes  
          were worth.


           California foreclosure process  


          A discussion of the foreclosure process under California law  
          must take place under a consideration of the recent enactment of  
          SB 1137.  The provisions of SB 1137 effectively implement a  
          30-day delay on the current foreclosure process.  Under  
          California law, the statutory timeline from NOD filing to  
          foreclosure sale is 116 days.  So with the implementation of SB  
          1137 borrowers have a statutory timeline of 146 days from  
          delinquency to foreclosure sale.  What does this mean in  
          comparison of what other states may be doing?  Maine, which has  
          a judicial foreclosure process, has the longest timelines for  
          the foreclosure process.  Under Maine's law it can take 209 days  
          to complete the process.  Tennessee has the shortest time-frame  
          under a statutory foreclosure process that only last 33 days.   








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          The national average for all 50 states is 120 days.  


          However, the aforementioned numbers are the statutory deadlines.  
           Other factors have a greater influence on the actual time it  
          takes to complete a foreclosure proceeding.  Issues from mailing  
          time, to the date that borrowers are actually in default can  
          have a significant impact on length of the process.


          Freddie Mac conducted a study, Interventions in Mortgage  
          Default: Policies and Practices to Prevent Home Loss and Lower  
          Costs, March 2008 (Cutts and. Merrill) that examined, among  
          other things, the foreclosure timelines of various states  
          compared with actual "real-world" performance.  First the time  
          at which borrower is officially in default is a significant  
          factor as to when the process starts.  Freddie Mac, as an  
          investor, determines that a borrower is "30-days" late measured  
          as 60 days after the due date of the last paid installment.  The  
          Mortgage Bankers Association considers delinquency as being 60  
          days late as well.  Freddie Mac estimates that the actual  
          foreclosure process time is 266 days for loans in their pools.   
          Committee staff has conducted a more conservative analysis,  
          taking into account the requirements of SB 1137, and estimates  
          that foreclosure process time from NOD to sale is around 150 to  
          180 days.


          Loan modification efforts.


          DOC data collection & standardization of workout process.

          In September of 2007, the commissioner of DOC designed a  
          voluntary survey to query the loan modification efforts of loan  
          servicers.  DFI also engaged in a survey of state chartered  
          banks and credit unions.  Subsequent to this survey effort,  
          Governor Schwarzenegger and DOC commissioner DuFauchard  
          announced an agreement with five of the largest loan servicers  
          to streamline the modification process.  The agreement was  
          reached with four lenders representing 25 percent of the  
          sub-prime loan market in California with the agreement  
          consisting of three basic principles providing that mortgage  
          lenders will:








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                 Reach out proactively to borrowers well before their  
               loans reset; 



                 Streamline the processes by which they determine whether  
               borrowers may reasonably be expected to be able to make the  
               reset payment; and  



                 For people who are in their homes and making timely  
               payments now at the starter rate, but who lenders determine  
               cannot make the reset payment, keep them at that starter  
               rate for a sustainable period of time.


          Additionally, DOC continued to collect data from their licensees  
          who service mortgage loans to determine the pace and scope of  
          loan modification efforts.  DOC has collected and reported this  
          data on a monthly basis with the commissioner pledging to  
          collect this data for a long as necessary.  Additional  
          observations made by the commissioner, together with survey  
          data, are available on the department's Web site, at  
           http://www.corp.ca.gov/  .


          The latest DOC data release, issued on October 29, 2008,  
          covering the third quarter of 2008, found that modifications  
          increased among their servicers from the first quarter to the  
          third quarter by 84.9 percent.


          In order to solidify the authority of DOC to collect this data,  
          the legislature passed and the Governor signed, AB 69 (Lieu)  
          Chapter 277, Statues of 2008.  AB 69 provided DOC with explicit  
          authority to collect data from its licensees on loan  
          modifications.


           American Securitization Forum Standardization

           








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          In early December 2007, Treasury Secretary Henry Paulson  
          announced an agreement to streamline and establish standards for  
          loan modification and in some cases freezing the interest rate  
          on some loans for five years.  This agreement  
          (  http://www.americansecuritization.com/uploadedFiles/FinalASFStat 
          ementonStreamlinedServicingProcedures.pdf  ) was reached in  
          conjunction with the American Securitization Forum (ASF), an  
          organization that represents companies that issue mortgage  
                                         backed securities, as well as investors, loan servicers and  
          rating agencies.  The ASF modification parameters sorts subprime  
          borrowers whose rates are about to reset into three categories:

          1)Those who are current on their loans, have decent credit  
            scores and equity in their homes, and are likely to be  
            eligible for refinancing. The plan "encourages" servicers to  
            refinance these loans without prepayment penalties, but there  
            are no guarantees.

          2)Those who are current on their loans but are not eligible to  
            refinance because of poor credit scores or zero to 3 percent  
            equity in their homes. This is the group that could be  
            fast-tracked into a five-year freeze at the loan's  
            introductory rate, to prevent their monthly payments from  
            shooting up.

          3)Those who are delinquent on their loans even at the  
            introductory rate and do not qualify for refinancing. This  
            group could very well end up in foreclosure or have to "short  
            sell" their home if no other option can be worked out.

          The ASF plan also called for voluntary data collection by its  
          members on loan modifications and workout arrangements.

           Foreclosure Prevention Working Group
           
          In February 2008, the State Foreclosure Prevention Working Group  
          (SFPWG) released its first of two reports, summarizing data  
          collected by a working group comprised of the Conference of  
          State Bank Supervisors and representatives of the Attorneys  
          General of 11 states, including California.  The SFPWG's first  
          report summarized data provided by 13 servicers, representing  
          approximately 58 percent of the subprime servicing market, for  
          the month of October 2007.  Its second report, released in April  
          2008, included data from the same servicers, for loans made from  








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          October 2007 through January 2008.  

          SFPWG released their third report for September 2008 composed of  
          data collected from 13 servicers representing 57 percent of the  
          subprime market.  Based on that report, SFPWG concluded the  
          following:

          1)Nearly eight out of ten seriously delinquent homeowners are  
            not on track for any loss mitigation outcome.  In prior  
            reports, seven out of ten homeowners were not on track for any  
            loss mitigation outcome. This means that 40,000 fewer loans in  
            loss mitigation in May 2008 than in January 2008.

          2)New efforts to prevent foreclosures are on the decline,  
            despite a temporary increase in loan modifications through the  
            2nd Quarter of 2008.  The number of homeowners working toward  
            a loan modification has declined by 28 percent between January  
            and May, falling to a level not seen since late in 2007. This  
            decline stands in stark contrast to the 51 percent increase in  
            loan modifications closed over this same period.  In January,  
            modifications in process outnumbered short sales in process by  
            four to one; in May, that ratio had dropped to two to one.

          3)One out of five loan modifications made in the past year are  
            currently delinquent. The high number of previously-modified  
            loans currently delinquent indicates that significant numbers  
            of modifications offered to homeowners have not been  
            sustainable. Recent reports identify that many loan  
            modifications are not providing any monthly payment relief to  
            struggling homeowners. While banks and Wall Street firms  
            continue to report record write-downs of mortgage loan  
            portfolios and securities, these losses do not appear to be  
            flowing down to homeowners in the form of sustainable loan  
            modifications. We are concerned that unrealistic or "band-aid"  
            modifications have only exacerbated and prolonged the current  
            foreclosure crisis.

          4)Three hundred thousand subprime loans are in the process of  
            foreclosure as of the end of May 2008. Thirty-eight percent  
            (38%) of seriously delinquent subprime loans are in the  
            process of foreclosure, with over 131,000 foreclosures  
            completed on subprime loans in May 2008 alone.  Delinquency  
            and foreclosure rates remain high and have a ripple effect  
            through housing, mortgage, and financial markets.








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          The SFPWG's reports can be found at:  

           http://www.csbs.org/Content/NavigationMenu/Home/StForeclosure  
          Main.htm  .

          The Office of Comptroller of Currency (OCC) and Office of Thrift  
          Supervision (OTS) produced a report on December of 2008, OCC and  
          OTS Mortgage Metrics Report.   This report found that 55 percent  
          of loan modifications made by national banks and federal thrifts  
          were 30+ days delinquent six months after the modification.  One  
          potential reason for this large default rate is that the loan  
          modifications did not reduce monthly payments enough to be  
          affordable.  The SFPWG has expressed concern that they data the  
          working group has collected from non-bank loan servicers the  
          re-default rates are not as severe.  On February 2, 2009, the  
          group sent a letter to the directors of OCC and OTS asking for  
          increased transparency regarding the metrics reports provided by  
          OCC and OTS.  Specifically, the SFPWG's expressed the following:

               
               We are concerned that either the institutions supervised by  
          the OCC and OTS have thus
               far failed to offer homeowners sustainable loan  
          modifications, in contravention to guidance issued by the  
          federal banking agencies, or that the data collection has some  
          other limitation not identifiable by your current report.

               As a result, we ask that you provide to the public a full  
          and transparent report of loan
               modifications made by national banks and federal thrifts?

               Accurate and informative data is critical to the policy  
          process, and the OCC and OTS are
               uniquely positioned to assist given (1) the sizeable market  
          share held by the servicers                                  
          within your jurisdiction and (2) the access to loan level data  
          that you possess as the                                      
          regulators of these institutions. Without a more transparent and  
          robust reporting, we are                                     
          concerned that the statistics publicized by the OCC/OTS Report  
          are misleading and likely                                   to  
          lead policymakers and the public to develop misperceptions about  
          the effectiveness of                                        loan  








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          modification programs. Over our 17 months of working with  
          mortgage servicers, we                                      have  
          developed the firm view that we have done far too little to  
          modify unaffordable                                          
          loans, not too much. The failure to act sooner and more  
          aggressively has perpetuated                                 
          downward trends in real estate markets across the country, as  
          the failure to prevent                                       
          foreclosures has depressed property values and increased the  
          likelihood of additional                                     
          foreclosures.

           
          HOPE NOW Alliance
           
          On August 31, 2007, President George W. Bush asked Housing and  
          Urban Development Secretary Alphonso Jackson and Treasury  
          Secretary Henry Paulson to work with mortgage lenders,  
          foreclosure counselors, the Federal Housing Administration,  
          Fannie Mae and Freddie Mac to launch a new "foreclosure  
          avoidance initiative".  These discussions led to the creation of  
          the Hope Now alliance, which was announced by Secretary Paulson  
          on October 10, 2007.

          At its inception HOPE NOW was comprised of lenders representing  
          60 percent of all outstanding mortgages in the United States,  
          counseling services, trade organizations and a group  
          representing investors in  mortgage backed securities  .   
          Additional organizations joined over the following months.

          To date, it has released state-specific and national data on  
          foreclosure starts, foreclosure sales completed, repayment plans  
          established, loan modifications completed, and repayment plan  
          inventory for all four quarters of 2007 and the first two  
          quarters of 2008.  

          HOPE Now released their latest data for September 2008.  Their  
          report reveals the following:

          1)In September of 2008 the number of foreclosures prevented in  
            one month exceeded 200,000. It is also 30,000 (15.6 percent)  
            more than the previous record of 192,000 foreclosure  
            preventions set in August 2008.









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          2)In September, mortgage servicers helped homeowners avoid  
            foreclosure by completing 212,000 mortgage workouts, which  
            include both modifications to the terms of existing mortgages  
            and repayment plans.

          3)Approximately 1.6 million homeowners had been able to avoid  
            foreclosure so far this year. This is more than the  
            approximately 1.5 million homeowners the industry helped in  
            all of 2007. If the current trend continues, in 2008 the  
            mortgage lending industry will help approximately 2.1 million  
            homeowners stay in their homes and avoid foreclosure, an  
            almost 40 percent increase over the number of homeowners  
            helped in 2007.  

          4)September modifications were 22.5 percent higher than the  
            79,000 completed in August 2008. 

          5)Total repayment plans initiated in September were 113,000 --  
            3,000 more than the number initiated in August.

          6)Since July 2007, mortgage servicers helped 2.47 million  
            homeowners avoid foreclosure.

          7)In September, approximately 113,000 homeowners received  
            repayment plans; approximately 98,000 received loan  
            modifications.

          8)Nearly 59 percent of homeowners with subprime loans who  
            received workouts through mortgage servicers received  
            modifications.

          HOPE NOW today also announced the results of a separate survey  
          of subprime adjustable rate mortgages with rates resetting in  
          2008. The results, reported by 9 companies representing  
          approximately 60 percent of subprime loans, are as follows:

          1)Rates on approximately 1.4 million subprime loans were  
            scheduled to reset between January and September 2008.

          2)Since rates began to reset on these loans in January 2008,  
            those loans that were current at reset and subsequently  
            started the foreclosure process account for 1.3 percent of  
            remaining loans.









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          3)Nearly 111,000 of the 1.4 million loans have been modified.  
            Over 73 percent of these modifications are for 5 years or  
            longer.

          4)Almost 524,000 of the subprime adjustable rate loans that were  
            originally scheduled to reset during this period were paid in  
            full when the homeowner refinanced the loan or sold the  
            property.

          Committee staff acknowledges that the efforts of HOPE NOW are  
          often a subject of disagreement with consumer advocates.  The  
          committee did not conduct an independent analysis of the HOPE  
          NOW data, other than to point out that the use of repayment  
          plans as modification tools, depending on structure and  
          amortization schedule, often run a greater risk of re-default  
          than actual modification of interest rate and loan terms.

           SB 1137
           
          As referenced earlier in this analysis, the Legislature passed  
          and the Governor signed SB 1137 that imposed requirements on  
          servicers to encourage contact and loan modifications between  
          servicers and borrowers.  SB 1137 requires a mortgagee,  
          beneficiary or authorized agent (hereinafter "mortgagee") to  
          contact or attempt to contact a borrower, in person or by phone,  
          at least 30 days prior to the filing of a default notice.   
          During the initial contact the mortgagee must: 

          1)Assess the borrower's financial situation and explore options  
            for the borrower to avoid foreclosure, or inform the borrower  
            that he or she has the right to request a second meeting to do  
            so. 

          2)Schedule a second meeting within 14 days, if requested. 

          3)Provide the borrower with a toll-fee number for HUD-certified  
            counseling agencies. 

          For purposes of the meeting, the following requirements are  
          applicable: 

          1)The meeting may occur by telephone. 

          2)The participants may include a mortgagee's loss mitigation  








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            staff as well as a mortgagor, trustor, or a designated housing  
            counselor, attorney or other advisor. 

          3)A borrower may designate a HUD-certified housing counseling  
            agency, attorney, or other advisor to discuss with the  
            mortgagee, on the borrower's behalf, options for the borrower  
            to avoid foreclosure.

          4)Any such contact made at the direction of the borrower would  
            satisfy the contact requirement.

          5)The borrower must approve any modification or workout plan  
            offered at the meeting. 

          A NOD may be filed without making contact with a borrower if a  
          mortgagee used due diligence to contact the borrower, which  
          requires that the mortgagee do the following: 

          1)Send a first-class letter that includes a HUD toll-free  
            telephone number. 

          2)Attempt to contact a borrower by phone at least three times at  
            different hours and on different days, using the primary  
            number on file, and send a certified letter with return  
            receipt requested, if there is no reply to the calls within  
            two weeks. 

          3)Provide the borrower with a means to contact the mortgagee in  
            a timely manner, including a toll-free number that will  
            provide access to a live representative during business hours.  


          4)Post a prominent link on the homepage of the mortgagee's  
            website that includes: 

             a)   A list of options that borrowers can use to help avoid  
               foreclosure and instructions on how to review them; 

             b)   A list of financial documents that the borrower should  
               be prepared to present to the mortgagee when discussing  
               options to foreclosure; 

             c)   A toll-free number for the borrower to use to discuss  
               options with the mortgagee; and, 








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             d)   A toll-free number to locate HUD-certified counseling  
               agencies. 

          The contact requirements do not apply if the borrower  
          surrendered the property by submitting a letter or the keys to  
          the mortgagee, contracted with an entity to avoid his or her  
          contractual obligations as a mortgagee, or filed for bankruptcy,  
          where the proceedings are not final.  

          SB 1137 requires a mortgagee to file a declaration of contact  
          with the borrower (Operative 60 days after July 8, 2008) prior  
          to the filing a NOD, a mortgagee must include a declaration  
          regarding contact with a borrower in a default filing, that  
          indicates the mortgagee has contacted the borrower, attempted  
          with due diligence to contact the borrower, or received the  
          surrendered property from the borrower.  If a mortgagee filed a  
          NOD before SB 1137 was enacted (July 8, 2008) and did not file a  
          Notice of Rescission, a mortgagee must include a declaration  
          regarding contact with a borrower in a Notice of Sale filing,  
          that either: 

          1)States that the borrower was contacted to assess his or her  
            financial situation and to explore options to avoid  
            foreclosure.

          2)Sets forth the mortgagee's efforts, if any, to contact the  
            borrower if contact was not made. 

          SB 1137 requires a mortgagee to send a notice to resident of  
          property being foreclosed (Operative 60 days after July 8,  
          2008).  At the time of filing the Notice of Sale, a mortgagee  
          must mail a notice addressed to the resident of the property  
          that informs the resident about the pending foreclosure process,  
          and suggests that the individual seek assistance as to his or  
          her rights to live in the residence. The notice must be written  
          in English, Spanish, Chinese, Tagalog, Vietnamese, and Korean. A  
          notice translated into the required languages is available on  
          the Department of Corporation's web site at:  
           http://www.corp.ca.gov/FSD/pdf/Notice_of_Sale.pdf  .  This notice  
          is only required if the billing address for the mortgage note is  
          different than the property address. 

          SB 1137 Provides for the Maintenance of Foreclosed Properties.   








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          After acquiring a foreclosed property, SB 1137 requires an owner  
          of vacant residential foreclosed property to maintain the  
          property or be subject to civil penalties of up to $1,000 per  
          day. "Failure to maintain a property" is defined as the failure  
          to adequately care for a property, including but not limited to,  
          allowing excessive foliage growth, allowing trespassers, and  
          permitting growth of mosquito larvae. 

          SB 1137 increases the timeframe for a resident to vacate a  
          foreclosed property.  If a new owner is evicting a tenant from a  
          property after a foreclosure, SB 1137 requires the owner to give  
          the tenant a 60-day Notice to Quit, rather than the 30-day  
          notice required in most other situations.  The 60-day notice  
          requirement is not applicable if a party to the note is the  
          party being evicted from a property.


          From a national perspective, recent responses to foreclosure  
          activity have taken on a new urgency as over the last several  
          weeks several large financial institutions have announced new  
          plans to streamline modifications for troubled borrowers,  
          including recent announcements by Fannie Mae and Freddie Mac the  
          government sponsored enterprises (GSEs).  Additionally, the FDIC  
          has engaged in a large-scale modification plan with IndyMac  
          Federal Bank.  Below is a summary and discussion of those recent  
          efforts.


           IndyMac-FDIC
           
          On August 20, 2008, IndyMac with help from the FDIC implemented  
          a loan modification program to assist IndyMac borrowers facing  
          foreclosure.  This program was made possible due to the direct  
          takeover of the bank by FDIC.  The program does the following:    


          1)Helps borrowers with a first mortgage with IndyMac on their  
            primary residence who may be, or become delinquent or in  
            default.  

          2)Provides that IndyMac will only make modification offers to  
            borrowers where doing so will achieve for IndyMac or for  
            investors in securitized or whole loans a net present value  
            compared to foreclosure. The modification program does not  








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            guarantee that every borrower will be eligible for a  
            modification.

          3)FDIC determines what borrowers may be eligible for a  
            modification and sends a borrower a letter with the new loan  
            modification.  The borrower must sign the agreement and send a  
            check for the modified loan amount, as well as send proof of  
            income.  Once IndyMac verifies proof of income the loan  
            modification is finalized.  

          4)FDIC conducts outreach to borrowers who have not yet been  
            contacted by IndyMac with a loan modification, but who are  
            experiencing financial difficulty on their mortgage payments.

          5)Provides that loan modifications consist of a sustainable  
            mortgage permanently capped at the current Freddie Mac survey  
            rate for conforming mortgages.  The program also insists that  
            modification not exceed 38 percent debt-to-income ratio of  
            principal, interest, taxes and insurance.  FDIC established a  
            policy to reach this debt to income ratio modifications could  
            adopt a combination of interest rate reductions, extend  
            amortization and principal forbearance.  

          6)Allows, if, consistent with maximizing the net present value  
            of the mortgage, an interest rate reduction below the current  
            Freddie Mac survey rate is necessary to achieve a 38 percent  
            debt-to-income, then IndyMac can reduce the rate further for  
            five years. After five years, the interest rate would increase  
            by no more than 1 percent per year until it capped at the  
            Freddie Mac survey rate where it would remain for the balance  
            of the loan term.

          7)No fees or charges are applied for a loan modification and all  
            unpaid late charges are waived.
          
           Bank of America/Countrywide  
          
          On October 5, 2008, Bank of American announced a loan  
          modification program which will help at least 400,000  
          countrywide originated mortgages with up to $8.4 billion in  
          payment relief.  The program includes the following:

          1)Countrywide will no longer offer subprime, high cost or  
            negative amortization mortgages. 








                                                                  SB 7 X2
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          2)Modifications designed to reduce interest rates and principal  
            reductions as well as aimed at borrowers who have a subprime  
            or pay option adjustable rate mortgage.  

          3)Broker compensation will be limited to 4 percent of the amount  
            borrowed.  

          4)Retention of at least 3,900 personnel to work on loan  
            modifications.  

          5)Eligible borrowers must have a subprime mortgage or pay option  
            adjustable rate mortgage prior to December 31, 2007, and the  
            property must be owner-occupied.

          6)Other criteria may include: the borrower is 60 days or more  
            delinquent and the current loan-to-value ratio is 75 percent  
            or higher, the borrower is current today but becomes 60 days  
            or more delinquent at any time prior to June 30, 2012.  

          7)Program will be in place by December 1, 2008.  

          8)Implements a freeze on foreclosures until the program is in  
            place for borrowers who may qualify for a modification.

          9)Targets borrowers with a 34 percent debt to income ratio. 

          10)Late fees and prepayment penalties will be waived.  

           JPMorgan Chase  
          
          On October 31, 2008 JPMorgan Chase implemented an expanded loan  
          modification program which will also apply towards Washington  
          Mutual and EMC borrowers.  Implementation will conclude 90 days  
          after October 31.  During this intervening period JPMorgan will  
          not pursue foreclosure on those borrowers that could benefit  
          from the new program.   The JPMorgan Chase loan modification  
          program does the following:

          1)Expected to help over 400,000 families with $70 billion in  
                                          loans in the next two years.  

          2)Systematically review the entire mortgage portfolio to  
            determine which borrowers pre-qualify and need help in an  








                                                                  SB 7 X2
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            effort to avoid any unpaid payments.  Pre-qualified offers  
            include interest-rate reduction and/or principal forbearance.   


          3)Loan modifications only apply to owner occupied homes. 

          4)Establishes 24 new regional counseling centers to provide  
            face-to-face help.  

          5)Hire at least an additional 300 loan counselors.  

          6)Creates an independent process within JPMorgan Chase to review  
            each mortgage before the foreclosure process begins.  

          7)Promises to not add any more JP Morgan Chase loans into the  
            foreclosure process while implementing the new program.  

          8)Discloses and explains in plain and simple terms the  
            refinancing or modification alternatives for each kind of  
            loan, including using in-language communications.

          9)Expands financing alternatives to modify pay-option ARMS,  
            including 30-year, fixed rate loans with affordable payments,  
            principal deferral and interest-only payments for 10 years.   
            Loan modification offers will eliminate negative amortization.

          10)Provides discounts on or donates 500 homes to community  
            groups or government programs.  

          11)Provides more flexibility with eligibility criteria on  
            origination dates, loan-to-value rations, rate floors and  
            step-up features.  

          On January 16th, 2009, Chase provided an update on its loan  
          modification plans stating that the program was up and running  
          and fully operational.  Additionally, Chase announced that they  
          had extended their loan modification program to investor owned  
          loans that it services.  No details were offered as to how  
          investor owned loans may be modified.


           Citigroup  
          
          On November 11, 2008, Citigroup announced a new program to  








                                                                  SB 7 X2
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          modify as much as $20 billion in mortgages for borrowers who are  
          current on their payment but may be at risk of falling behind.   
          The program does the following:

          1)Applies to both subprime and prime borrowers.  

          2)Designed to reach 500,000 borrowers.  

          3)Citi is calling borrowers who may have financial difficulty  
            and offering to modify their loan.  Modifications will take  
            place if their mortgage payment exceeds 40 percent of their  
            income.

          4)Modifications will include lowering the interest rate,  
            extending the term of the loan, and as a last resort, reducing  
            the amount of debt.  

          5)Citi halted foreclosures for about 16,000 borrowers who are  
            behind on their payment but working on a loan modification.  

           Freddie Mac/Fannie Mae  
          
          On November 11, 2008, a proposal was announced for Freddie Mac  
          and Fannie Mae to modify loans.  The program which starts on  
          December 15, 2008, does the following:  

          1)Targets loans 90 days or more past due, must be owner-occupied  
            and owe at least 90 percent or more of the current value of  
            the home.  

          2)Aims to bring the ratio of mortgage payments to 38 percent of  
            their income by modifying interest rates and in some cases  
            forgiving principal debt.  

          3)Asks borrowers to provide a statement or affidavit showing  
            that they have encountered hardship which affects the ability  
            to make a mortgage payment.

          4)Modifications will only apply to loans made on or before  
            January 1, 2008 and borrows may not apply if they file or  
            filed for bankruptcy.  

          5)Home must be owner-occupied and escrows for real estate taxes  
            and insurance must already be set up.  








                                                                  SB 7 X2
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          6)Provides servicers to be paid $800 for a successful loan  
            modification and loan investors are expected to reimburse  
            servicers for certain fees associated with the modifications.   


          7)Requires a 90-day trial period and if borrowers successfully  
            make payments for those 90 days the modification will be  
            formally approved. 

          On February 11, 2009 James Lockhart, director of FHA reveal that  
          the December 15th plan was not having the necessary impact and  
          that it was time to re-engineer the plan to achieve faster  
          results.  Specific details on the plans of FHA to speed up these  
          plans was not revealed.


           Troubled Asset Relief Program  


          HR 1424 the Emergency Economic Stabilization Act of 2008, or  
          also known as the, "bailout bill" provided authority for the  
          Treasury Secretary to purchase leveraged assets from financial  
          institutions, including mortgage back securities (MBS).

          Like most provisions of HR 1424, the section concerning loan  
          modifications is very broad and unspecific regarding the actions  
          that the Treasury Secretary may take to encourage loan  
          modifications.  In granting authority to the Treasury Secretary,  
          it uses terms such as the Secretary may "encourage" modification  
          efforts, instead of a clear grant of power to enforce such  
          modifications.  However, recent announcements have indicated  
          that the Treasury department may move away from the purchase of  
          assets, and engage in more direct liquidity injections in  
          troubled companies.  The impact on the ability to encourage  
          modifications is unclear.

          Specifically, Section 109, which addresses mortgage loan  
          modifications, does the following:

          1)Requires the Secretary to implement a plan to maximize  
            assistance to homeowners and use the authority provided to  
            "encourage" loan servicers to take advantage of the HOPE for  
            Homeowner's Program or other available programs to minimize  








                                                                  SB 7 X2
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            foreclosures.  

          2)Provides that the Secretary may use guarantees and credit  
            enhancements to facilitate loan modifications.  

          3)Requires the Secretary to coordinate with other federal  
            agencies and entities that hold troubled assets to identify  
            opportunities for the acquisition of troubled assets that  
            would improve the loan modification and restructuring process  
            and to permit tenants to remain in their homes under the terms  
            of the lease.

          4)In cases where the Treasury owns all or part of the assets of  
            a mortgage pool the Secretary shall consent  to "reasonable"  
            requests for loss mitigation measures, including term  
            extensions, rate reductions, principle write downs, or other  
            means to remove limitations on modifications.

          5)Requires the Federal Property Manager (FPM) to implement loan  
            modification and assistance plans within 60 days of enactment  
            of the bill.

          6)Requires the FPM a report to Congress every 30 days on the  
            number and types of loan modifications made and the number of  
            actual foreclosures occurring during the reporting period.

          7)Provides that when the FPM does not own a mortgage loan, but  
            holds as interest in obligations or pools of obligations  
            secured by mortgage loans the FPM shall encourage  
            implementation of loan modifications by servicers and assist  
            in facilitating any modifications to the extent possible.

          To date, it is still unclear what exact effect TARP has had on  
          loan modification efforts.

           FDIC national response  

          On November 14, 2008, the Chair of FDIC, Sheila Bair, announced  
          the details of her plan to streamline modifications and put  
          borrowers in into affordable mortgages.  In order to be  
          implemented, this plan would require authorization from the  
          Treasury Department or Congressional action.  This plan  
          parallels the IndyMac plan and consist of the following:









                                                                  SB 7 X2
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          1)Housing payments reduced to 31 percent of gross monthly  
            income.

          2)Mortgage rates set to as low as 3 percent for five years with  
            an increasing rate of 1 percent per year until arriving at the  
            prevailing market rate.

          3)Long terms could be extended to as long as 40 years.

          4)The government would step in to provide a guarantee on  
            workouts up to 50 percent on any future losses if the loan  
            modification plan leads to default.

          5)FDIC would pay servicers $1,000 per work out.

          The plan is expected to assist 2.2 million borrowers get new  
          loans, with around 1.5 million actually keeping their homes,  
          taking into account re-default.  This estimates an average  
          re-default rate of 31 percent.  Furthermore, FDIC estimates  
          costs of $24.4 billion.  The proposal does not include a  
          statutory foreclosure moratorium.


           Obstacles to loan modifications  

          Staff of the Federal Reserve Board, Division of Research and  
          Statistics and Monetary Affairs, published a report, The  
          Incentives of Mortgage Servicers: Myths and Realities (Cordell  
          et al, 2008) and hereon referred to as The Report.  This report  
          provides much of the background information for the following  
          discussion.

           Re-default  

          Many borrowers who received modifications default at rates that  
          range from 15 percent - 40 percent depending on the type, length  
          and scale of the modification.  The November 14th FDIC  
          announcement, mentioned earlier, of a nationwide solution takes  
          into account a 31 percent re-default rate.

          Historically, the re-default rate on modified conforming Freddie  
          Mac loans is 20 percent according to Cutts and Merrill.  An  
          Alt-A servicer in the Report conveyed that recidivism rate was  
          an average of 30 percent.  So even on loans that are at the  








                                                                  SB 7 X2
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          margins, re-default is serious concern.  Investors reviewing  
          these numbers may actually find some comfort in the finality of  
          such processes as foreclosure.  

          Finally, considering that many loans were underwritten with lax  
          standards that failed to document income or an ability to repay,  
          coupled with over-inflated home appraisals it seems fair to  
          question whether some borrowers could ever sustain a  
          "reasonable" monthly payment.

          As referenced earlier in this analysis, the OCC and OTS produced  
          a report that found that 55 percent of loan modifications made  
          by national banks and federal thrifts were 30+ days delinquent  
          six months after the modification.  Critics of this study have  
          pointed out that many of the early loan modifications were  
          repayment plans which have historically high re-default rates.   
          Additionally, the early efforts at loan modifications were aimed  
          at preventing increased payment shock.  These strategies were  
          not designed to address the extreme depreciation in home prices  
          that has left millions of borrowers "up-side down" in their  
          mortgages.  Though the results may not be much better for those  
          borrowers who received some type of principle reduction.  On  
          February 10, 2009 Fitch Ratings released information regarding  
          the impact of principle reductions and principle/interest  
          reductions relative to re-default rates.  For example, Fitch  
          found that loans with a principal reduction of 20 percent or  
          more, roughly 28 percent had re-defaulted six months later.   
          Additionally, redefault rates for loans that have had a  
          principle and interest reduction of 20 percent or greater were  
          21 percent.

           Staffing & costs  

          First, the foreclosure process itself, is costly and time  
          consuming compared to the costs associated with loan  
          modifications.  Typically, this is the reasoning for FDIC and  
          others using a net present value determination to measure the  
          costs of foreclosure versus modification and the possibility of  
          achieve sustainability of the loan.  The potential loan losses  
          after foreclosure would seem to provide an economic incentive to  
          modify loans, except for the complications that arise when loans  
          are in securitize pools (An issue discussed later).  Credit  
          Suisse has reported a loan loss severity rate in value of the  
          mortgage of 55 percent on securitized mortgages in the six  








                                                                  SB 7 X2
                                                                  Page  29


          months ending in May 2008.   Typically the range of losses to  
          the investor or holder of the mortgage note is somewhere in  
          range of 40-50 percent.

          Servicers, typically, have not had the staff or resources to  
          engage in large-scale modifications.  The servicing industry is  
          built on a streamlined business model to maximize the flow of  
          funds from borrowers to lien holders.  This system has not  
          responded well to the time and staff requirements to meet the  
          needs of borrowers at the levels witnessed over the last 18  
          months.  Loss mitigation requires time and resources to contact  
          borrowers, verify data, obtain home value estimates, determine  
          whether the borrower is facing a temporary or permanent setback,  
          coordinate with second lien holders and calculate net present  
          value assumptions verses foreclosure.  Some recent evidence has  
          shown that many servicers have made good faith efforts to shift  
          their models to accommodate an influx of modifications, as well  
          as, an increase in staff presence.  The recent announcements by  
          the largest servicers covered earlier in this analysis all  
          reveal a set aside of resources for increased staff and  
          infrastructure to meet loan modification needs.  Fannie Mae and  
          Freddie Mac, the government sponsored entities (GSEs) will pay  
          fees for approved workouts to offset the costs, however  
          investors in private label MBS typically do not pay for such  
          services.

          Pooling and servicing agreements (PSAs) as will be discussed  
          below, typically require that servicers advance all the  
          principal and interest payments, as well as tax, insurance,  
          maintenance, and foreclosure costs, to investors regardless of  
          whether the borrower is paying.  

          Servicers get reimbursed for expenses incurred while a loan is  
          delinquent but only after the property goes into foreclosure, so  
          getting repaid can take nine months to a year. A foreclosure  
          moratorium would indefinitely extend the advances that servicers  
          pay to investors and come as borrowing facilities that servicers  
          rely on to make advance payments are strained by the liquidity  
          crunch.

          Lastly, an indirect cost of potential loan modifications can be  
          accounting requirements that may require an immediate absorption  
          of losses on a restructured debt.  If a depository institution  
          restructures a loan before it becomes seriously delinquent the  








                                                                  SB 7 X2
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          institution must take on that debt as an immediate loss on the  
          books and can increase the amount of capitol that the  
          institution must hold.  This dilemma provides insight into why  
          many institutions have either failed or have been bought out by  
          other entities.  When the scale of the bad debt was realized  
          these entities had to take immediate debt write downs that  
          required a commensurate back-up of capital that never  
          materialized, nor was possible in a stale market lacking  
          liquidity.

           Securitization and contractual obligations  

          The take-off of the mortgage industry over the last decade was  
          product of the securitization process.  Historically, financial  
          institutions made mortgage loans and retained those loans on  
          their books.  This system has a direct impact on the liquidity  
          of the institution because the more loans on the balance sheets  
          means less money to lend to consumers.  Securitization allowed  
          institutions to sell loans to the secondary market and remove  
          those liabilities off of their balance sheets.  Doing this  
          allows institutions to make more loans and increase overall  
          market liquidity.

          Loans are sold in the secondary market and pooled into  
          investment portfolios.  This process also allowed non-depository  
          lenders who concentrated on mortgage lending to make loans out  
          of lines of credit.  This process requires the dividing of the  
          pool into segments, called tranches. The senior tranche might  
          carry the highest rating (AAA), while the "mezzanine" tranche  
          carries AA to BBB. The lowest segment, the so-called equity  
          tranche, is typically unrated. Again, the entire pool might be  
          made up of the most risky subprime loans, but the senior tranche  
          may still merit the AAA rating because it always claims priority  
          of payment and gets its rating sometimes relative to the other  
          loans in the pool.  The senior tranche gets the first dollar of  
          cash flow, while the lowest tranche takes the first dollar of  
          loss. Because most borrowers pay their mortgages, money managers  
          can buy AAA tranches with a relative degree of confidence.  For  
          a more detailed description of securitization please see this  
          committee's background report, Assembly Banking and Finance  
          Committee Informational Hearing Subprime Mortgage Crisis In  
          California:  Impact of Mortgage Turmoil on California  
          Communities, November 1, 2007.









                                                                  SB 7 X2
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          These securitized pools are governed by complex contractual  
          obligations between investors and servicers, These PSAs vary  
          widely but generally provide that the servicer is obligated to  
          maximize the interest of the investors or certificate holders.   
          The GSEs provide in their PSA language specific directions on  
          how to deal with delinquent loans, while private label MBSs may  
          only give general guidance leaving it up to the servicer to  
          interpret the best course of action.  Several key features of  
          private label MBS pools distinguish them from GSE pools and can  
          have drastic impacts on the potential loan modifications.  

          1)Credit Suisse, in a study of 31 PSAs, found that only two  
            expressly prohibited modification for a loan in default.   
            Twelve of the 29 allowed modifications with restrictions, such  
            as a limit on the number of loans that could be modified in a  
            particular pool.

          2)Some trusts require approval of modifications by the trustee,  
            who is generally not a servicer and thus not in a position to  
            evaluated a potential workout, so the trustee sends the  
            proposal back to the servicer to use the PSA language as  
            guidance.  This can become particularly complex and time  
            consuming as many servicers look for express guidance on vague  
            PSA language, yet when questions arise are told to refer back  
            to the very language that originated the complication.

          3)Investors in private label PSAs may not be informed on the  
            language in many PSAs nor actively monitor servicer  
            performance.

          Obviously, the ability to modify securitized loans is not only  
          complex, but complicated by contractual agreements and often  
          counter incentives to modify loan in a pool.  Furthermore,  
          modifying a loan in a securitized pool requires a withdrawal of  
          the loan from that pool, which is not a simple task considering  
          the leveraged nature of these MBSs and which may require a  
          immediate value write down of the assets on the books.

          Even government plans to get at the securitized mortgage problem  
          may not be able to solve the issue.  While the TARP plan allowed  
          the government to by troubled assets and to encourage loan  
          modifications via the purchase of those assets backed by MBS, it  
          would still meet with complications due to the securitization  
          process.  Adam Levitin, Associate Professor of Law, at  








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          Georgetown University concludes that the buying up of MBS by the  
          government is not enough to give the government the ability to  
          unilaterally modify mortgages.  Typical pooling and servicing  
          agreements (PSAs) specify that it takes two-thirds of all the  
          MBS holders in a pool to consent to a modification.  Under this  
          scenario, Treasury would have to buy up two-thirds of the MBS in  
          a pool to force across the board modifications.  However, even  
          if Treasury could or was willing to purchase the necessary  
          amount, the conversion of MBS into collateralized debt  
          obligations further dilutes the ability to purchase the  
          sufficient number of securities.  Professor Levitin advocates  
          the best way to engage in loan modifications is too allow judges  
          to write down values in bankruptcy proceedings.

           Tranche warfare  

          Private label MBS pools are carved into tranches from AAA  
          ratings down through B.  Holders of different varieties of MBS  
          tranches can have different a conflicting interest that can make  
          loan modifications difficult or even impossible.  A servicer's  
          obligation under a PSA is to maximize the returns to investors  
          as a whole and not just particular tranches, certain  
          modifications or outcomes may only benefits one tranche.  For  
          example, the biggest conflicting interest is the investor in a  
          subordinate tranche could benefit from a loan modification where  
          otherwise foreclosure would eliminate their equity because  
          higher tranches would receive the proceeds first of a  
          foreclosure sale.  So those investors at the top have an  
          incentive not to approve loan modifications, because the  
          structure of the pools means they will get whatever proceeds are  
          realized from the foreclosure at the expense of the lower  
          tranches.  With the high recidivism rates of modified loans,  
          senior tranches may perform foreclosure as an option in order to  
          take advantage of losses now versus further losses later.  




           Second liens  

          Second lien mortgage loans or "piggy back" mortgages gained  
          popularity in the subprime boom as a workaround for borrowers  
          who could not make a down payment on the property.  Most of  
          these mortgages were split into a loan of 80 percent of the  








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          properties value and junior lien for the remaining 20 percent.   
          Among securitized subprime loans the average loan to value (LTV)  
          ratio on loans with a junior lien was 99 percent.  Some  
          borrowers used home equity lines of credit after the origination  
          of the first mortgage as a way to tap accumulated home equity,  
          or at least tap the appearance or promise of increased home  
          equity.  To put this risks into further perspective, the share  
          of subprime loans, according to the Report, that were 2/28s  
          (meaning two years fixed and adjusting thereafter) coupled with  
                                         junior liens reached 35 percent in 2006.  Data from First  
          American LoanPerformance estimates that 22 percent of properties  
          with subprime loans had a junior lien at origination and 31  
          percent of loans that seriously delinquent have a junior lien.   
          The true number may be even higher as many borrowers were able  
          to attain second liens from a different lender than the first  
          lien holder.

          Attempted loan modifications where a second lien exists become  
          difficult because the second lien holder must agree to the  
          modification and possible extinguishment of their lien holder  
          rights when they stand to make no benefit.  Junior lien holders  
          have been slow and reluctant to agree to re-subordinate in this  
          episode and have held up refinancing, modifications, and short  
          sales.

          Given the legal uncertainties surrounding modifications, senior  
          lien holders generally require the junior lien holder to  
          affirmatively agree to subordinate their claim to the modified  
          senior lien before agreeing to the modification.  In today's  
          depressed housing market, when a mortgage is being modified it  
          is likely that the junior lien holder has essentially no equity;  
          thus, a big part of the value of the lien is the ability to  
          extract a payment from the senior lien holder in a workout.   
          Other issues with junior liens include:

          1)Newer liens usually have lower priority then older liens.

          2)Given the legal uncertainty regarding the seniority of their  
            claim following a modification, senior lien holders are  
            reluctant to undertake a major modification of a loan and then  
            become junior to another lien-holder. In practice, senior lien  
            holders generally require the junior lien holder to  
            affirmatively agree to the modification by agreeing to  
            re-subordinate.








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          3)Conversations with servicers indicate that the GSEs routinely  
            paid junior lien holders to agree to re-subordinate. These  
            payments ranged from $1,000 to $2,000 to as much as $5,000 in  
            some circumstances.

          4)Servicers may not have the operational controls or experience  
            to get second-lien lenders to agree to re-subordinate quickly.

          5)Sources at the GSEs indicate that junior lien holders have  
            started demanding larger payments in order to agree to  
            re-subordinate. This may be because junior liens are no longer  
            always the traditional piggyback, but may be HELOCs with  
            balances of $50,000 or more.

          6)In the past year, prices for pools of delinquent closed end  
            subprime second liens were around 1 to 3 cents on the dollar,  
            and prices for lower-rated tranches of securitized subprime  
            second liens were in the same low range, between 0 and 5  
            cents.

          7)In the case of short sales, junior lien holders must agree to  
            release their liens and take a loss. Servicers have reported  
            instances where delays in resolving disputes between junior  
            and senior lien holders results in prospective buyers of the   
            property going elsewhere, forcing the loan into foreclosure.

           Recent announcements  

          Bankruptcy reform ("cramdown")

          H.R. 200, a plan that would allow the mortgage on a primary  
          residence to be part of a "cram-down" in Chapter 13 bankruptcy  
          proceedings, is currently pending in Congress.  What this means,  
          is that the mortgage could be reduced by the bankruptcy court to  
          an affordable level for the borrower, in addition to other  
          assets.  Currently, a debtor could get the debt on a boat, car,  
          or second home modified through bankruptcy, but not their  
          primary residence.   The arguments range on the merits of this  
          proposal.  Many in the lending industry are concerned that  
          borrowers will rush to bankruptcy courts to alleviate mortgage  
          debt and that the risk of such behavior will make new mortgages  
          more expensive.  The other side of this debate is that it is  
          absurd to allow the modification of second homes and luxury  








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          items, but not a primary residence.  Mortgage "cram-down" would  
          not necessarily benefit every borrower who seeks Chapter 13  
          protection.  Under Chapter 13, debtors may be subject to  
          questioning and examining by the court.  The Bankruptcy trustee,  
          operating for the court, has full access to the debtors'  
          financial situation from 3-5 years and even after the borrower  
          may still owe unsecured debt to several creditors.
          Others view the potential threat of bankruptcy as a tool to  
          encourage servicers to modify mortgages prior to borrowers  
          actually needing to file for Chapter 13.

           Broader federal policy on loan modifications  

          Treasury is expected to announce in the coming weeks a plan that  
          will commit $50 billion to foreclosure prevention, establish  
          loan modification guidelines and provide flexibility to previous  
          loan modification programs.  Furthermore, institutions that  
          receive federal moneys would be required to follow the loan  
          modification guidelines.  At the time of this writing, media  
          outlets are reporting rumors that a new foreclosure relief plan  
          would involve the government subsidizing a reduction in monthly  
          payments for overstretched borrowers.  Based on limited  
          information in these recent reports it appears to be a plant  
          that would involve a reduction in principle and/or interest on  
          outstanding balances with the government making up the  
          difference in loss.

           
          Analysis Prepared by  :   Mark Farouk / B. & F. / (916) 319-3081  
                           Adam Dondro / BUDGET / (916) 319-2099







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