Execution Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (the "AAR Agreement")
is made and entered into as of June 1, 2007, among Xxxxxxx Xxxxx Mortgage
Lending, Inc., having an address at 000 Xxxxx Xxxxxx, 4 World Financial Center,
00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 (the "Assignor"), Xxxxxxx Xxxxx Mortgage
Investors, Inc., having an address at 000 Xxxxx Xxxxxx, 4 World Financial
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Assignee") and Residential
Funding Company, LLC, having an address at 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the "Company").
In consideration of the mutual promises contained herein, the parties
hereto agree that the residential mortgage loans listed on Attachment 1 annexed
hereto (the "Assigned Loans"), which are now serviced by the Company on behalf
of the Assignor and its successors and assigns pursuant to the Standard Terms
and Provisions of Sale and Servicing Agreement, dated as of February 1, 2007,
between the Assignor and the Company (the "Servicing Agreement"), shall be sold
by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase
Agreement, dated as of June 1, 2007 (the "MLPA"), between the Assignor and the
Assignee and subject to the terms of this AAR Agreement. The Assignee intends to
transfer all right, title and interest in and to the Assigned Loans to HSBC Bank
USA, National Association, as trustee (the "Trustee") for the holders of Xxxxxxx
Xxxxx Alternative Note Asset Trust, Series 2007-OAR3 Mortgage Pass-Through
Certificates (the "Certificateholders") pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 2007 (the "Pooling and Servicing Agreement")
among the Assignee, as depositor, the Trustee and Xxxxx Fargo Bank, N.A., as
master servicer (the "Master Servicer") and securities administrator.
Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Servicing Agreement.
ASSIGNMENT AND ASSUMPTION
1. Assignor hereby grants, transfers and assigns to Assignee all of
the right, title and interest of Assignor in, to and under the Servicing
Agreement as it relates to the servicing of the Assigned Loans. Assignor
specifically reserves and does not assign to Assignee any right, title and
interest in, to or under the Servicing Agreement, as it relates to loans other
than the Assigned Loans set forth on Attachment 1. Notwithstanding anything to
the contrary contained herein, the Assignor specifically reserves and does not
assign to the Assignee any right, title and interest in, to or under the
representations and warranties contained in Sections 2.04 and 2.05 of the
Servicing Agreement or the right to enforce the representations and warranties
set forth in Sections 2.04 and 2.05 of the Servicing Agreement against the
Company, including, without limitation, the rights set forth in Section 2.04 of
the Servicing Agreement. In addition, the Assignor specifically reserves and
does not assign to the Assignee any right, title and interest in, to or under
Section 3.14 of the Servicing Agreement (but only insofar as such Section grants
to the Owner the right to terminate the servicing of REO Properties by the
Company).
REPRESENTATIONS, WARRANTIES AND COVENANTS
2. Assignor warrants and represents to Assignee and Company as of June
29, 2007 (the "Closing Date"):
(a) Attached hereto as Attachment 2 is a true and accurate copy of the
Servicing Agreement, which agreement is in full force and effect as of the
Closing Date and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given
thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right
to transfer the Assigned Loans and any and all of its interests, rights and
obligations under the Servicing Agreement as they relate to the Assigned Loans,
free and clear from any and all claims and encumbrances; and upon the transfer
of the Assigned Loans to Assignee under the MLPA, Assignee shall have good title
to each and every Assigned Loan, as well as any and all of Assignor's interests,
rights and obligations under the Servicing Agreement as they relate to the
Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) Assignor is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to acquire, own and sell the Assigned Loans;
(d) Assignor has full corporate power and authority to execute,
deliver and perform its obligations under this AAR Agreement, and to consummate
the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of Assignor's
business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's articles of incorporation or by-laws or
any legal restriction, or any material agreement or instrument to which Assignor
is now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which Assignor or its property is
subject. The execution, delivery and performance by Assignor of this AAR
Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of
Assignor. This AAR Agreement has been duly executed and delivered by Assignor
and, upon the due authorization, execution and delivery by Assignee and Company,
will constitute the valid and legally binding obligation of Assignor enforceable
against Assignor in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law; and
(e) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby. Neither Assignor nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans
or any interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the
Assigned Loans, or any interest in the Assigned Loans with any Person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended
(the "1933 Act") or which would render the disposition of the Assigned Loans a
violation of Section 5 of the 1933 Act or require registration pursuant thereto.
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3. Assignee warrants and represents to, and covenants with, Assignor
and Company as of the Closing Date:
(a) Assignee is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all requisite
power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute,
deliver and perform its obligations under this AAR Agreement, and to consummate
the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of Assignee's
business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's articles of incorporation or by-laws or
any legal restriction, or any material agreement or instrument to which Assignee
is now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which Assignee or its property is
subject. The execution, delivery and performance by Assignee of this AAR
Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of
Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and Company,
will constitute the valid and legally binding obligation of Assignee enforceable
against Assignee in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(d) Assignee agrees to be bound by all of the terms, covenants and
conditions of the Servicing Agreement with respect to the Assigned Loans, and
from and after the Closing Date, Assignee assumes for the benefit of each of
Assignor and Company all of Assignor's obligations thereunder but solely with
respect to such Assigned Loans.
4. Company warrants and represents to, and covenants with, Assignor
and Assignee (unless otherwise specified) as of the Closing Date:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the
Servicing Agreement, which agreement is in full force and effect as of the
Closing Date and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given
thereunder;
(b) Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, and has all requisite
power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Servicing Agreement;
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(c) Company has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's certificate of formation or limited liability company
agreement or any legal restriction, or any material agreement or instrument to
which Company is now a party or by which it is bound, or result in the violation
of any law, rule, regulation, order, judgment or decree to which Company or its
property is subject. The execution, delivery and performance by Company of this
AAR Agreement and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all necessary action on the part of
Company. This AAR Agreement has been duly executed and delivered by Company,
and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company,
enforceable against Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
(e) From and after the Closing Date, the Company shall service the
Assigned Loans in accordance with the terms and provisions of the Servicing
Agreement, as modified by this AAR Agreement.
5. Pursuant to Section 2.08(c) of the Servicing Agreement, the Company
hereby restates to the Assignor the representations and warranties set forth in
Section 2.05 of the Servicing Agreement as of the Closing Date, as if such
representations and warranties were set forth herein in full. In the event of a
breach of any such representations and warranties as of the Closing Date, the
Assignor shall be entitled to all the remedies under the Servicing Agreement.
RECOGNITION OF ASSIGNEE
6. From and after the Closing Date, Company shall recognize Assignee
as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be
part of a REMIC, and will service the Assigned Loans in accordance with the
Servicing Agreement, as modified by this AAR Agreement, but in no event in a
manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii)
result in the imposition of a tax upon any REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code). It is the intention of Assignor, Company and Assignee that this AAR
Agreement shall be binding upon and for the benefit of the respective successors
and assigns of the parties hereto. Neither Company nor Assignor shall amend or
agree to amend, modify, waive, or otherwise alter any of the terms or provisions
of the Servicing Agreement which amendment, modification, waiver or other
alteration would in any way affect the Assigned Loans without the prior written
consent of the Trustee and the Master Servicer. Company hereby acknowledges that
pursuant to the
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Pooling and Servicing Agreement, the Assignee will assign all of its rights
under this AAR Agreement to the Trustee for the benefit of the
Certificateholders. Company hereby acknowledges and consents to the assignment
by the Assignee of all of the Assignee's rights against the Company pursuant to
this AAR Agreement and to the enforcement or exercise of any right or remedy
against the Company pursuant to this AAR Agreement by the Trustee.
MODIFICATION OF SERVICING AGREEMENT
7. The Company and Assignor hereby modify the Servicing Agreement with
respect to the Assigned Loans as follows:
(a) Section 1.01 of the Servicing Agreement is modified by adding or,
if applicable, deleting such definitions in their entirety and replacing them as
set forth herein:
Business Day: Any day other than a Saturday or Sunday, or a day on
which banking and savings and loan institutions in the State of Ohio, the
State of California, the State of Illinois, the State of New York, the
State of Maryland or the State of Minnesota are authorized or obligated by
law or executive order to be closed.
Closing Date: June 29, 2007
Cut-off Date: June 1, 2007.
Master Servicer: Xxxxx Fargo Bank, N.A., its successors and assigns.
(b) Subsection 3.01(a) of the Servicing Agreement is hereby modified
by inserting the following sentence immediately following the first sentence
thereof:
Notwithstanding anything in this Agreement to the contrary, if
there is any inconsistency or conflict between the provisions of the
Program Guide and the provisions of this Agreement, the provisions of
this Agreement shall control.
(c) Section 3.16 of the Servicing Agreement is hereby modified by
adding the following paragraph at the end thereto:
The Company shall not permit the creation of any "interests" (within
the meaning of Section 860G of the Code) in the REMIC. The Company
shall not enter into any arrangement by which the REMIC will receive a
fee or other compensation for services nor permit the REMIC to receive
any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code."
(d) Section 4.01 of the Servicing Agreement is hereby modified by
adding at the end of such section the following:
With respect to any remittance received by the Owner or any Master
Servicer after the day on which such payment was due, the Company
shall pay to the Master Servicer interest on any such late payment at
an annual rate equal to the Prime Rate, adjusted as of the date of
each change, plus one percentage point, but
5
in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the Master Servicer
Collection Account by the Company on the date such late payment is
made and shall cover the period commencing with the day such payment
was due and ending with the Business Day on which such payment is
made, both inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date. The
payment by the Company of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default.
(e) Section 4.02 of the Servicing Agreement is hereby modified by
deleting such section in its entirety and replacing it with the following:
No later than the fifteenth calendar day of each month (or
the next succeeding Business Day if the fifteenth calendar day is not
a Business Day), the Company shall furnish to the Master Servicer, in
an acceptable electronic format via e-mail, the information specified
in Exhibit H, which data shall reflect information from the Due Period
immediately preceding the Remittance Date and such other information
with respect to the Mortgage Loans as the Master Servicer may
reasonably require to allocate remittances made pursuant to this
Agreement and provide appropriate statements with respect to such
remittances. With respect to realized loss and gain reporting, to the
extent that all backup material and calculations are provided to the
Master Servicer in accordance with the requirements of Exhibit H, the
Master Servicer shall pass any such reported losses to the Trust. The
Company shall cooperate with the Master Servicer to resolve any
discrepancies, issues or incomplete reporting items within 60 days of
the initial reporting of such gain or loss.
(f) Section 5.03(h) of the Servicing Agreement is hereby modified by
replacing the word "Owner" in (ii) of such section with "Xxxxxxx Xxxxx Mortgage
Lending, Inc."
(g) Section 5.05(a) of the Servicing Agreement is hereby modified by
deleting the words "Neither the Owner nor any Depositor will request delivery
of" and replacing them with "The Company shall not be required to deliver".
(h) Section 5.06(a) of the Servicing Agreement is hereby modified by
deleting the words "under Regulation AB" at the end of such paragraph and
replacing them with the word "hereunder".
(i) Section 5.07(b) of the Servicing Agreement is hereby modified by
adding the words ", any master servicer" after the words "and any applicable
Reconstitution Agreement, and shall entitle the Owner".
(j) The Servicing Agreement is modified to include the information set
forth on Attachment 3 hereto as a new Exhibit H.
MISCELLANEOUS
9. All demands, notices and communications related to the Assigned
Loans, the Servicing Agreement and this AAR Agreement shall be in writing and
shall be deemed to
6
have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
In the case of Company,
Residential Funding Company, LLC
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
and
GMAC-RFC Master Servicing
0000 X. Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Director of Securities Administration
In the case of Assignor,
Xxxxxxx Xxxxx Mortgage Lending, Inc.
000 Xxxxx Xxxxxx
4 World Financial Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-OAR3
In the case of Assignee,
Xxxxxxx Xxxxx Mortgage Investors, Inc.
000 Xxxxx Xxxxxx
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: MANA 2007-OAR3
In the case of the Master Servicer,
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Client Manager - MANA 2007-OAR3
10. Each party will pay any commissions it has incurred and the
Assignor shall pay the fees of its attorneys and the reasonable fees of the
attorneys of the Assignee and the Company in connection with the negotiations
for, documenting of and closing of the transactions contemplated by this AAR
Agreement.
11. The Company hereby acknowledges that Xxxxx Fargo Bank, N.A. has
been appointed as the Master Servicer of the Assigned Loans pursuant to the
Pooling and Servicing Agreement and, therefore, has the right to enforce all
obligations of the Company
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under the Servicing Agreement. The Company shall make all distributions under
the Servicing Agreement to the Master Servicer by wire transfer of immediately
available funds to:
Xxxxx Fargo Bank, N.A.
ABA #: 000-000-000
Account Name: Corporate Trust Clearing
Account #: 0000000000
FFC to: MANA Series 2007-OAR3, Acct # 53163400
The Company shall deliver all reports required to be delivered under the
Servicing Agreement to the Assignee and the Master Servicer at their respective
addresses set forth in Section 9 herein.
12. This AAR Agreement shall be construed in accordance with the laws
of the State of New York, without regard to conflicts of law principles (other
than Section 5-1401 of the New York General Obligations Law), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
13. No term or provision of this AAR Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.
14. This AAR Agreement shall inure to the benefit of the successors
and assigns of the parties hereto. Any entity into which Assignor, Assignee or
Company may be merged or consolidated or which succeeds to the business or
assets thereof shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
15. This AAR Agreement shall survive the conveyance of the Assigned
Loans, the assignment of the Servicing Agreement to the extent of the Assigned
Loans by Assignor to Assignee and the termination of the Servicing Agreement.
16. This AAR Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.
17. In the event that any provision of this AAR Agreement conflicts
with any provision of the Servicing Agreement with respect to the Assigned
Loans, the terms of this AAR Agreement shall control.
18. For purposes of this AAR Agreement, the Master Servicer shall be
considered a third party beneficiary to this AAR Agreement entitled to all the
rights and benefits accruing to the Master Servicer as if it were a direct party
to this AAR Agreement.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as
of the day and year first above written.
XXXXXXX XXXXX MORTGAGE LENDING, INC. RESIDENTIAL FUNDING COMPANY, LLC
Assignor Company
By: By:
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Assignee
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ACKNOWLEDGED AND AGREED TO:
XXXXX FARGO BANK, N.A.
Master Servicer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ATTACHMENT 1
ASSIGNED LOANS
[INTENTIONALLY OMITTED]
I-1
ATTACHMENT 2
SERVICING AGREEMENT
See Exhibit 99.2 to this filing
II-1-1
ATTACHMENT 3
EXHIBIT H: STANDARD FILE LAYOUT - MASTER SERVICING
EXHIBIT : CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET
NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE
REPORT DATE.
The numbers on the 332 form correspond with the numbers listed below.
LIQUIDATION AND ACQUISITION EXPENSES:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is required.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as
agreed. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and
servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of
the Mortgage Loan as calculated on a monthly basis. For documentation,
an Amortization Schedule from date of default through liquidation
breaking out the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form -
breakdown required showing period of coverage, base tax,
interest, penalty. Advances prior to default require evidence of
servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all
payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and
WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
III-1-1
13. The total of lines 1 through 12.
1. CREDITS:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds
and line (18b) for Part B/Supplemental proceeds.
TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)
23. The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).
III-2-1
EXHIBIT 3A: CALCULATION OF REALIZED LOSS/GAIN FORM 332
Prepared by: ________________________ Date: _____________________________
Phone: ______________________________ Email Address: ____________________
Servicer Loan No. Servicer Name Servicer Address
----------------- ------------- ----------------
XXXXX FARGO BANK, N.A. LOAN NO. _____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE OFF
WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES [ ] NO [ ]
If "Yes", provide deficiency or cramdown amount _______________________________
LIQUIDATION AND ACQUISITION EXPENSES:
(1) Actual Unpaid Principal Balance of Mortgage Loan $_______________(1)
(2) Interest accrued at Net Rate _______________(2)
(3) Accrued Servicing Fees _______________(3)
(4) Attorney's Fees _______________(4)
(5) Taxes (see page 2) _______________(5)
(6) Property Maintenance _______________(6)
(7) MI/Hazard Insurance Premiums (see page 2) _______________(7)
(8) Utility Expenses _______________(8)
(9) Appraisal/BPO _______________(9)
(10) Property Inspections _______________(10)
(11) FC Costs/Other Legal Expenses _______________(11)
(12) Other (itemize) _______________(12)
Cash for Keys________________________ _______________(12)
HOA/Condo Fees_______________________ _______________(12)
_____________________________________ _______________(12)
TOTAL EXPENSES $_______________(13)
CREDITS:
(14) Escrow Balance $_______________(14)
(15) HIP Refund _______________(15)
(16) Rental Receipts _______________(16)
(17) Hazard Loss Proceeds _______________(17)
III-3-1
(18) Primary Mortgage Insurance / Gov't Insurance _______________(18a)
HUD Part A
_______________(18b)
HUD Part B
(19) Pool Insurance Proceeds _______________(19)
(20) Proceeds from Sale of Acquired Property _______________(20)
(21) Other (itemize) _______________(21)
_________________________________________ _______________(21)
TOTAL CREDITS $_______________(22)
TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $_______________(23)
III-4-1
ESCROW DISBURSEMENT DETAIL
TYPE PERIOD OF
(TAX /INS.) DATE PAID COVERAGE TOTAL PAID BASE AMOUNT PENALTIES INTEREST
----------- --------- --------- ---------- ----------- --------- --------
STANDARD LOAN LEVEL FILE LAYOUT - MASTER
SERVICING
EXHIBIT 1: Layout
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------------- ----
EACH FILE REQUIRES THE FOLLOWING FIELDS:
SER_INVESTOR_NBR A value assigned by the Servicer to define a
group of loans. Text up to 20 digits 20
LOAN_NBR A unique identifier assigned to each loan by
the investor. Text up to 10 digits 10
III-5-1
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits
Servicer. This may be different than the 10
LOAN_NBR.
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or
interest payment that a borrower is expected to dollar signs ($) 11
pay, P&I constant.
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6
Servicer. 6
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6
fee rate as reported by the Servicer. 6
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6
by the Servicer. 6
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or
Servicer. dollar signs ($) 11
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6
6
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6
forecasted rate. 6
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or
beginning of the processing cycle. dollar signs ($) 11
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or
end of the processing cycle. dollar signs ($) 11
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY
the borrower's next payment is due to the 10
Servicer, as reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY
curtailment amount. 10
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY
curtailment amount. 10
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
III-6-1
STANDARD LOAN LEVEL FILE LAYOUT
EXHIBIT 1: CONTINUED
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------------- ----
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY
curtailment amount. 10
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or
the Servicer. dollar signs ($) 11
PIF_DATE The paid in full date as reported by the MM/DD/YYYY
Servicer. 10
Action Code Key:
ACTION_CODE The standard FNMA numeric code used to indicate 15=Bankruptcy, 2
the default/delinquent status of a particular 30=Foreclosure, ,
loan. 60=PIF,
63=Substitution,
65=Repurchase,70=REO
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or
applicable. dollar signs ($) 11
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or
dollar signs ($) 11
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or
if applicable. dollar signs ($) 11
PLUS THE FOLLOWING APPLICABLE FIELDS:
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or
at the beginning of the cycle date to be passed dollar signs ($) 11
through to investors.
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or
investors at the end of a processing cycle. dollar signs ($) 11
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or
the Servicer for the current cycle -- only dollar signs ($) 11
applicable for Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or
service fee amount for the current cycle as dollar signs ($) 11
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or
Servicer for the current reporting cycle -- dollar signs ($) 11
only applicable for Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or
service fee amount for the current reporting dollar signs ($) 11
cycle as reported by the Servicer -- only
applicable for Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or
prepays on his loan as reported by the dollar signs ($) 11
Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or
waived by the servicer. dollar signs ($) 11
III-7-1
STANDARD LOAN LEVEL FILE LAYOUT
EXHIBIT 1: CONTINUED
MAX
COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT SIZE
----------- ----------- ------- -------------------- ----
MOD_DATE The Effective Payment Date of the Modification MM/DD/YYYY
for the loan. 10
MOD_TYPE The Modification Type. Varchar - value can
be alpha or numeric 30
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or
advances made by Servicer. dollar signs ($) 11
Flag to indicate if the repurchase of a loan is Y=Breach
BREACH_FLAG due to a breach of Representations and N=NO Breach 1
Warranties Let blank if N/A
III-8-1
EXHIBIT 2: MONTHLY SUMMARY REPORT BY SINGLE INVESTOR
MONTHLY SUMMARY REPORT
For Month Ended: mm/dd/yyyy Servicer Name __________________________
Prepared by: ________________________ Investor Nbr ___________________________
SECTION 1. REMITTANCES AND ENDING BALANCES - REQUIRED DATA
Beginning Ending Total Monthly Total Ending Unpaid Total Monthly Principal
Loan Count Loan Count Remittance Amount Principal Balance Balance
---------- ---------- ----------------- ------------------- -----------------------
0 0 $0.00 $0.00 $0.00
PRINCIPAL CALCULATION
1. Monthly Principal Due + $0.00
-------
2. Current Curtailments + $0.00
-------
3. Liquidations + $0.00
-------
4. Other (attach explanation) + $0.00
-------
5. Principal Due $0.00
-------
6. Interest (reported "gross") + $0.00
-------
7. Interest Adjustments on Curtailments + $0.00
-------
8. Servicing Fees - $0.00
-------
9. Other Interest (attach explanation) + $0.00
-------
10. Interest Due (need to subtract ser fee) $0.00
=======
REMITTANCE CALCULATION
11. Total Principal and Interest Due (lines 5+10) + $0.00
-------
12. Reimbursement of Non-Recoverable Advances - $0.00
-------
13. Total Realized gains + $0.00
-------
14. Total Realized Losses - $0.00
-------
15. Total Prepayment Penalties + $0.00
-------
16. Total Non-Supported Compensating Interest - $0.00
-------
17. Other (attach explanation) $0.00
-------
18. Net Funds Due on or before Remittance Date $ $0.00
-------
SECTION 2. DELINQUENCY REPORT - OPTIONAL DATA FOR LOAN ACCOUNTING
INSTALLMENTS DELINQUENT
Total No. Total No. In Real Estate Total Dollar
of of 30- 60- 90 or more Foreclosure Owned Amount of
Loans Delinquencies Days Days Days (Optional) (Optional) Delinquencies
--------- ------------- ---- ---- ---------- ----------- ----------- -------------
0 0 0 0 0 0 0 $0.00
III-9-1
Section 3. REG AB Summary Reporting - REPORT ALL APPLICABLE FIELDS
REG XX XXXXXX LOAN COUNT BALANCE
------------- ---------- -------
PREPAYMENT PENALTY AMT 0 $0.00
PREPAYMENT PENALTY AMT WAIVED 0 $0.00
DELINQUENCY P&I AMOUNT 0 $0.00
EXHIBIT : STANDARD FILE LAYOUT - DELINQUENCY REPORTING
* The column/header names in BOLD are the minimum fields Xxxxx Fargo must
receive from every Servicer
FORMAT
COLUMN/HEADER NAME DESCRIPTION DECIMAL COMMENT
------------------ ------------------------------------------------------------- ------- ------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
LOAN_NBR A unique identifier assigned to each loan by the originator.
CLIENT_NBR Servicer Client Number
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer
to identify a group of loans in their system.
BORROWER_FIRST_NAME First Name of the Borrower.
BORROWER_LAST_NAME Last name of the borrower.
PROP_ADDRESS Street Name and Number of Property
PROP_STATE The state where the property located.
PROP_ZIP Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY
servicer at the end of processing cycle, as reported by
Servicer.
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY
by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY
instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
III-10-1
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure MM/DD/YYYY
Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,)
or dollar
signs ($)
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property MM/DD/YYYY
from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based on brokers 2
price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on
a loan. Code indicates the reason why the loan is in default
for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool MM/DD/YYYY
Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
III-11-1
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,)
or dollar
signs ($)
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance
to HUD/VA
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,)
or dollar
signs ($)
BPO_DATE The date the BPO was done.
CURRENT_FICO The current FICO score
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard 10 MM/DD/YYYY
Insurance Company.
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,)
or dollar
signs ($)
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim 10 MM/DD/YYYY
payment.
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. 11 No commas(,)
or dollar
signs ($)
ACTION_CODE Indicates loan status Number
NOD_DATE MM/DD/YYYY
NOI_DATE MM/DD/YYYY
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE
ACTUAL_REO_START_DATE MM/DD/YYYY
REO_SALES_PRICE Number
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING
The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
- ASUM- Approved Assumption
- BAP- Borrower Assistance Program
III-12-1
- CO- Charge Off
- DIL- Deed-in-Lieu
- FFA- Formal Forbearance Agreement
- MOD- Loan Modification
- PRE- Pre-Sale
- SS- Short Sale
- MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The OCCUPANT CODE field should show the current status of the property code as
follows:
- Mortgagor
- Tenant
- Unknown
- Vacant
The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
- Damaged
- Excellent
- Fair
- Gone
- Good
- Poor
- Special Hazard
- Unknown
III-13-1
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as
follows:
DELINQUENCY CODE DELINQUENCY DESCRIPTION
---------------- -----------------------
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family member
004 FNMA-Death of mortgagor's family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
III-14-1
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED
The FNMA DELINQUENT STATUS CODE field should show the Status of Default as
follows:
STATUS CODE STATUS DESCRIPTION
----------- ------------------
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
III-15-1
