Fitch Rates Towd Point Mortgage Trust 2015-6

NEW YORK–(BUSINESS WIRE)–Fitch Ratings rates Towd Point Mortgage Trust 2015-6 (TPMT 2015-6) as
follows:

–$515,247,000 class A1 notes ‘AAAsf’; Outlook Stable;

–$58,187,000 class A2 notes ‘AAsf’; Outlook Stable;

–$54,190,000 class M1 notes ‘Asf’; Outlook Stable;

–$48,860,000 class M2 notes ‘BBBsf’; Outlook Stable;

–$42,641,000 class B1 notes ‘BBsf’; Outlook Stable;

–$37,755,000 class B2 notes ‘Bsf’; Outlook Stable;

–$58,187,000 class A2A exchangeable notes ‘AAsf’; Outlook Stable;

–$54,190,000 class M1A exchangeable notes ‘Asf’; Outlook Stable;

–$48,860,000 class M2A exchangeable notes ‘BBBsf’; Outlook Stable

–$58,187,000 class A2X notional exchangeable notes ‘AAsf’; Outlook
Stable;

–$54,190,000 class M1X notional exchangeable notes ‘Asf’; Outlook
Stable;

–$48,860,000 class M2X notional exchangeable notes ‘BBBsf’; Outlook
Stable;

–$515,247,000 class A1A exchangeable notes ‘AAAsf’; Outlook Stable;

–$515,247,000 class A1B exchangeable notes ‘AAAsf’; Outlook Stable;

–$515,247,000 class A1C exchangeable notes ‘AAAsf’; Outlook Stable;

–$515,247,000 class X1 notional exchangeable notes ‘AAAsf’; Outlook
Stable;

–$515,247,000 class X2 notional exchangeable notes ‘AAAsf’; Outlook
Stable;

–$515,247,000 class X3 notional exchangeable notes ‘AAAsf’; Outlook
Stable;

–$573,434,000 class A3 exchangeable notes ‘AAsf’; Outlook Stable;

–$573,434,000 class A3A exchangeable notes ‘AAsf’; Outlook Stable;

–$573,434,000 class A3B exchangeable notes ‘AAsf’; Outlook Stable;

–$573,434,000 class A3C exchangeable notes ‘AAsf’; Outlook Stable;

–$573,434,000 class X4 notional exchangeable notes ‘AAsf’; Outlook
Stable;

–$573,434,000 class X5 notional exchangeable notes ‘AAsf’; Outlook
Stable;

–$573,434,000 class X6 notional exchangeable notes ‘AAsf’; Outlook
Stable;

–$627,624,000 class A4 exchangeable notes ‘Asf’; Outlook Stable;

–$627,624,000 class A4A exchangeable notes ‘Asf’; Outlook Stable;

–$627,624,000 class A4B exchangeable notes ‘Asf’; Outlook Stable;

–$627,624,000 class A4C exchangeable notes ‘Asf’; Outlook Stable;

–$627,624,000 class X7 notional exchangeable notes ‘Asf’; Outlook
Stable;

–$627,624,000 class X8 notional exchangeable notes ‘Asf’; Outlook
Stable;

–$627,624,000 class X9 notional exchangeable notes ‘Asf’; Outlook
Stable.

The following classes will not be rated by Fitch:

–$65,738,000 class B3 notes;

–$65,739,244 class B4 notes.

The notes are supported by one collateral group that consisted of 4,825
seasoned performing and re-performing mortgages with a total balance of
approximately $888.4 million (which includes $37.7 million, or 4.2 %, of
the aggregate pool balance in non-interest-bearing deferred principal
amounts) as of the cut-off date.

The ‘AAAsf’ rating on class A1 notes reflects the 42.00% subordination
provided by the 6.55% class A2, 6.10% class M1, 5.50% class M2, 4.80%
class B1, 4.25% class B2, 7.40% class B3 and 7.40% class B4 notes.

Fitch’s ratings on the notes reflect the credit attributes of the
underlying collateral; the quality of the servicers, Select Portfolio
Servicing, Inc. (rated ‘RPS1-‘) and Wells Fargo Home Mortgage (rated
‘RPS1-‘); the representation (rep) and warranty framework; minimal due
diligence findings and the sequential pay structure.

KEY RATING DRIVERS

Distressed Performance History: The collateral pool consists primarily
of peak-vintage seasoned re-performing loans (RPLs), including loans
that have been paying for the past 24 months, which Fitch identifies as
‘clean current’ (75.9%), and loans that are current but have recent
delinquencies identified as ‘dirty current’ (24.1%). All loans were
current as of the cutoff date, and no loans were past due 90 or more
days over the past 24 months. 78.4% of the loans have received
modifications.

‘D’ Grade for Compliance/High-Cost Testing: The third-party review (TPR)
firm’s due diligence review resulted in 315 loans graded ‘D’, the
majority of which had late fee charges that violated state regulation or
had HUD1 Settlement Statement (HUD1) exceptions. For 235 loans (4.9%),
the due diligence results showed issues regarding high cost testing; the
loans were either missing the final HUD1 or used alternate documentation
to test. Therefore a slight upwards revision to the model output loss
severity (LS) was applied, as further described in Appendix D of the
Towd Point Mortgage Trust 2015-6 Presale Report.

No Servicer P&I Advances: The servicer will not be advancing delinquent
monthly payments of principal and interest (P&I). As P&I advances made
on behalf of loans that become delinquent and eventually liquidate
reduce liquidation proceeds to the trust, the loan-level loss severities
(LS) are less for this transaction than for those where the servicer is
obligated to advance P&I. Structural provisions and cash flow
priorities, together with increased subordination, provide for timely
payments of interest to the ‘AAAsf’ and ‘AAsf’ rated classes.

Sequential-Pay Structure: The transaction’s cash flow is based on a
sequential-pay structure, whereby the subordinate classes do not receive
principal until the senior classes are repaid in full. Losses are
allocated in reverse-sequential order. Furthermore, the provision to
re-allocate principal to pay interest on the ‘AAAsf’ and ‘AAsf’ rated
notes prior to other principal distributions is highly supportive of
timely interest payments to those classes, in the absence of servicer
advancing.

Potential Interest Deferrals: To address the lack of an external P&I
advance mechanism, principal otherwise distributable to the notes may be
used to pay monthly interest. Principal is available to pay interest on
notes. As a result, bonds may experience long periods of interest
deferral that will generally not be repaid until such note becomes the
most senior outstanding.

Under Fitch’s ‘Criteria for Rating Caps and Limitations in Global
Structured Finance Transactions,’ published in May 2014, the agency may
assign ratings of up to ‘Asf’ on notes that incur deferrals if such
deferrals are permitted under terms of the transaction documents,
provided such amounts are fully recovered with interest accrued thereon
prior to legal final maturity under the relevant rating stress.

Limited Life of Rep Provider: Cerberus Global Residential Mortgage
Opportunity Fund, L.P., as rep provider, will only be obligated to
repurchase a loan due to breaches that are identified as having breaches
prior to the payment date in December 2016. Thereafter, a reserve fund
will be available to cover amounts due to noteholders for loans
identified as having rep breaches. Amounts on deposit in the reserve
fund, as well as the increased level of subordination, will be available
to cover additional defaults and losses resulting from rep weaknesses or
breaches occurring after December 2016.

Tier 2 Representation Framework: Fitch generally considers the
representation, warranty and enforcement (RW&E) mechanism construct for
this transaction to be generally consistent with a Tier 2 framework due
to the inclusion of knowledge qualifiers and the exclusion of loans from
certain reps as a result of third-party due diligence findings. Thus,
Fitch increased its ‘AAAsf’ loss expectations by 273 bps to account for
a potential increase in defaults and losses arising from weaknesses in
the reps.

Timing of Recordation and Document Remediation: An updated title and tax
search, as well as a review to confirm that the mortgage and subsequent
assignments were recorded in the relevant local jurisdictions, was also
performed. Per the representations provided in the transaction documents
all loans have either all been recorded in the appropriate jurisdiction,
are in the process of being recorded, or will be sent for recordation
within 12 months of the closing date.

While the expected timelines for recordation and remediation are viewed
by Fitch as reasonable, Fitch believes that FirstKey’s oversight for
completion of these activities serves as a strong mitigant to potential
delays. In addition, the obligation of Cerberus Global Residential
Mortgage Opportunity Fund, L.P. to repurchase loans, for which
assignments are not recorded and endorsements are not completed by the
payment date in December 2016, aligns the issuer’s interests regarding
completing the recordation process with those of noteholders.

PD Adjustment for Clean Current Loans: Fitch’s analysis of the
performance of clean current loans found that, for these loans, its loan
loss model projected probability of defaults (PDs) that were more
punitive than indicated by Fitch’s roll rate projections. To account for
this, Fitch reduced the lifetime default expectations by approximately
16.4% for the loans that have a clean payment history for at least the
past 24 months.

Deferred Amounts: Non-interest-bearing principal forbearance amounts
totaling $37.7 million (4.2% of the unpaid principal balance) are
outstanding on 896 loans. Fitch included the deferred amounts when
calculating the borrower’s LTV and sLTV, despite the lower payment and
amounts not being owed during the term of the loan. The inclusion
resulted in higher PDs and LS than if there were no deferrals. Fitch
believes that borrower default behavior will resemble that of the higher
LTVs, including the deferred balances, as exit strategies (i.e. sale or
refinancing) will be limited relative to those borrowers with more
equity in the property.

Third-Party Loan Sale Provisions: The transaction permits nonperforming
loans and loans classified as real estate-owned (REO) to be sold to
unaffiliated third parties to maximize liquidation proceeds to the
issuer. FirstKey as asset manager is charged with responsibility for
arranging such sales. To ensure that loan sales do not result in losses
to the trust that exceed Fitch’s expectations, the sale price is floored
at a minimum value equal to 55.64% of the unpaid principal balance,
which approximates Fitch’s ‘Bsf’ LS expectations.

RATING SENSITIVITIES

Fitch’s analysis incorporates sensitivity analyses to demonstrate how
the ratings would react to steeper market value declines (MVDs) than
assumed at both the metropolitan statistical area (MSA) and national
levels. The implied rating sensitivities are only an indication of some
of the potential outcomes and do not consider other risk factors that
the transaction may become exposed to or be considered in the
surveillance of the transaction.

Fitch conducted sensitivity analysis determining how the ratings would
react to steeper MVDs at the national level. The analysis assumes MVDs
of 10%, 20%, and 30%, in addition to the model-projected 5%. The
analysis indicates there is some potential rating migration with higher
MVDs, compared with the model projection.

Fitch also conducted sensitivities to determine the stresses to MVDs
that would reduce a rating by one full category, to non-investment
grade, and to ‘CCCsf’.

DUE DILIGENCE USAGE

Fitch was provided with due diligence information, as well as the final
Form 15E, from Avenue365, Clayton, American Mortgage Consultants (AMC)
and JCIII & Associates (JCIII). The due diligence focused on regulatory
compliance, pay history, servicing comments, the presence of key
documents in the loan file and data integrity. In addition, Avenue365
and JCIII (Stewart Lender Services provided reports) were retained to
perform an updated title and tax search, as well as a review to confirm
that the mortgages were recorded in the relevant local jurisdiction and
the related assignment chains.

The servicing comment review was completed on sample (approximately 29%
of the loans). 86% have been current for the past 12 months (and some
for 36 months) and were confirmed via the pay history review to be as
such. Given this performance, Fitch determined it to be a mitigating
factor to the sample size and that no additional adjustments were needed.

Fitch considered this information in its analysis and based on the
findings, Fitch made minor adjustments to its analysis. 134 loans were
found to have an exception due to missing modification documents or a
missing signature on modification documents. For these loans, timelines
were extended by three months.

235 loans were graded ‘D’ and were eligible for federal, state, and/or
local predatory testing. These loans contained material violations
including an inability to test for high cost violations or confirm
compliance. Typically the HUD issues are related to missing Final HUD,
illegible HUDs, incomplete HUDs due to missing pages, or only having
estimated HUDs. A final HUD1 was not used to test for High Cost loans.
To mitigate this risk, Fitch assumed a 100% loss severity for loans in
states that fall under Freddie Mac’s do not purchase list of ‘high cost’
or ‘high risk’. Currently, 14 states are on this list are AR , CO , GA ,
IL , IN , KY , ME , MA , NJ , NM , NY , OK , RI , and TN. 25 loans were
impacted by this approach.

For the remaining 36 states where a final HUD1 was not used, the
likelihood of all loans being high cost is lower. However, Fitch assumes
the trust could potentially incur notable legal expenses. Fitch assumed
damages (points and fees, interest, and the maximum statutory damages
allowed under TILA and borrower legal costs) for successful borrower
challenges, and made an adjustment to the loss severity to mitigate this
risk. 210 loans were impacted by this approach.

Additional information is available at www.fitchratings.com.

Applicable Criteria

Counterparty Criteria for Structured Finance and Covered Bonds (pub. 14
May 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=744158

Criteria for Interest Rate Stresses in Structured Finance Transactions
and Covered Bonds (pub. 19 Dec 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=838868

Global Structured Finance Rating Criteria (pub. 06 Jul 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=867952

Rating Criteria for U.S. Residential and Small Balance Commercial
Mortgage Servicers (pub. 23 Apr 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=864368

U.S. RMBS Cash Flow Analysis Criteria (pub. 06 Apr 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=863973

U.S. RMBS Loan Loss Model Criteria (pub. 03 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=868923

U.S. RMBS Master Rating Criteria (pub. 01 Oct 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=870427

US RMBS Re-Performing Loan Criteria (pub. 21 Nov 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=811488

Related Research

Towd Point Mortgage Trust 2015-6 – Appendix

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=873946

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=995618

ABS Due Diligence Form 15E 1

https://www.fitchratings.com/creditdesk/press_releases/content/ridf15E_frame.cfm?pr_id=995618&flm_nm=15e_995618_1.pdf

ABS Due Diligence Form 15E 2

https://www.fitchratings.com/creditdesk/press_releases/content/ridf15E_frame.cfm?pr_id=995618&flm_nm=15e_995618_2.pdf

ABS Due Diligence Form 15E 3

https://www.fitchratings.com/creditdesk/press_releases/content/ridf15E_frame.cfm?pr_id=995618&flm_nm=15e_995618_3.pdf

ABS Due Diligence Form 15E 4

https://www.fitchratings.com/creditdesk/press_releases/content/ridf15E_frame.cfm?pr_id=995618&flm_nm=15e_995618_4.pdf

ABS Due Diligence Form 15E 5

https://www.fitchratings.com/creditdesk/press_releases/content/ridf15E_frame.cfm?pr_id=995618&flm_nm=15e_995618_5.pdf

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=995618

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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Contacts

Fitch Ratings
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Susan Hosterman
Director
+1-212-908-0670
Fitch
Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
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Analyst
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