ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Exhibit
99.13a
EXECUTION
VERSION
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of
October 1, 2007 among Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, successor
by
merger to Xxxxxx Xxxxxxx Mortgage Capital Inc. (“MSMCH” or the
“Purchaser”), Saxon Mortgage Services, Inc., a
Texas corporation (“Servicer”), and LaSalle Bank National
Association (“LaSalle”), as trustee (“Trustee”) of Xxxxxx Xxxxxxx
Mortgage Loan Trust 2007-14AR (the “Trust”) and acknowledged by Xxxxx Fargo
Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as securities administrator (in such capacity, the
“Securities Administrator”) and Xxxxxx Xxxxxxx Capital I Inc. (the
“Depositor”).
WHEREAS,
the Purchaser is the owner of various mortgage loans, including the mortgage
loans identified on Schedule 1 hereto (the “Specified Mortgage
Loans”);
WHEREAS,
the Servicer and the Purchaser are parties to a Servicing Agreement, dated
as of
July 1, 2007 (the “Servicing Agreement”), pursuant to which the Servicer
has agreed to service the Specified Mortgage Loans on behalf of the Purchaser
as
“Owner” (as such term is defined in the Servicing
Agreement);
WHEREAS,
in connection with the servicing of the Mortgage Loans hereunder, the Seller
agrees that, from and after the date hereof, each Mortgage Loan serviced
hereunder will be subject to the Servicing Agreement;
NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties agree as follows:
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1.
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Assignment
and Assumption
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The
Purchaser, as Owner, is the owner of all of the rights, title and interest
of
the rights (the “Servicing Rights”), in, to and under the Servicing
Agreement as it relates to the servicing of the Specified Mortgage
Loans. Pursuant to this Assignment, the Purchaser hereby grants,
transfers and assigns (i) its rights and obligations, as “Owner” under the
Servicing Agreement with respect to the Specified Mortgage Loans other than
the
Servicing Rights which the Owner explicitly retains and (ii) any rights granted
to the Purchaser as Owner under the Servicing Agreement to the Depositor (the
“First Assignment and Assumption”), and the Depositor hereby acknowledges
the First Assignment and Assumption. Immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby grants, transfers and
assigns its rights and obligations in and under the First Assignment and
Assumption to the Trustee, on behalf of the Trust, and the Trustee, on behalf
of
the Trust, hereby accepts such assignment from the Depositor (the “Second
Assignment and Assumption”).
The
Servicer hereby acknowledges each of the First Assignment and Assumption and
the
Second Assignment and Assumption.
For
the
purposes of this Assignment and the Servicing Agreement, Schedule 1 hereto
shall
constitute a “Mortgage Loan Schedule” as such term is defined in the
Servicing Agreement, and the
assignment set forth herein shall constitute a
“Reconstitution” (as such term is defined in the Servicing
Agreement).
2. Recognition
of Trustee
The
parties confirm that this Assignment includes the rights relating to amendments
or waivers under the Servicing Agreement. Accordingly, the right of
MSMCH, as Owner, to consent to any amendment of the Servicing Agreement and
its
rights concerning waivers as set forth in Section 13.02 of the Servicing
Agreement shall be exercisable, to the extent any such amendment or waiver
affects the Specified Mortgage Loans or any of the rights under the Servicing
Agreement with respect thereto (other than the servicing of the Specified
Mortgage Loans, which shall be enforced by the Master Servicer) by the Trustee
on behalf of the Trust as the successor to the Purchaser in its capacity as
Owner under the Servicing Agreement.
It
is
expressly understood and agreed by the parties hereto that (i) this Assignment
is executed and delivered by LaSalle Bank National Association, not individually
or personally but solely on behalf of the Trust, as assignee, in the exercise
of
the powers and authority conferred and vested in it, as Trustee, pursuant to
the
Pooling and Servicing Agreement dated as of October 1, 2007 among the Depositor,
Xxxxx Fargo Bank, National Association, as securities administrator and master
servicer, and the Trustee (the “Pooling and Servicing Agreement”), (ii)
each of the representations, undertakings and agreements herein made on the
part
of the Trust as assignee is made and intended not as personal representations,
undertakings and agreements by LaSalle Bank National Association but is made
and
intended for the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability for LaSalle Bank National
Association, individually or personally, to perform any covenant (either express
or implied) contained herein and (iv) under no circumstances shall LaSalle
Bank
National Association be personally liable for the payment of any indebtedness
or
expenses of the Trust, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this
Assignment and (v) all recourse for any payment liability or other obligation
of
the Trust as assignee shall be had solely to the assets of the
Trust.
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3.
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Representations
and Warranties
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(a) The
Depositor represents and warrants that it is a sophisticated investor able
to
evaluate the risks and merits of the transactions contemplated hereby, and
that
it has not relied in connection therewith upon any statements or representations
of the Servicer or MSMCH other than those contained in the Servicing Agreement
or this Assignment.
(b) Each
of the parties hereto represents and warrants that it is duly and legally
authorized to enter into this Assignment.
(c) Each
of the Depositor, the Purchaser and the Servicer represents and warrants that
this Assignment has been duly authorized, executed and delivered by it and
(assuming due authorization, execution and delivery thereof by each of the
other
parties hereto) constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforcement is considered
in a
proceeding in equity or at law).
(d) The
Servicer hereby warrants and represents to, and covenants with, the Purchaser
and the Trustee that each of the representations and warranties set forth in
Article X of the Servicing Agreement are true and correct with respect to the
Servicer as of the Closing Date.
(e) The
Servicer hereby agrees that, for so long as the Trust is reporting under the
Exchange Act, its obligations under Section 4.04, Section 4.05, Section 14.04
and 14.05 of the Servicing Agreement, as modified by this Assignment, shall
survive the termination and removal of the Servicer as servicer of the Specified
Mortgage Loans in the Trust and continue to apply for each calendar year during
which the Servicer services the Specified Mortgage Loans.
4. The
Servicer hereby acknowledges that Xxxxx Fargo Bank, National Association has
been appointed as the Master Servicer of the Specified Mortgage Loans pursuant
to the Pooling and Servicing Agreement and, therefore, has the right to enforce
all obligations of the Servicer under the Servicing Agreement. Such rights
will
include, without limitation, the right to terminate the Servicer under the
Servicing Agreement as provided thereunder, the right to receive all remittances
required to be made by the Servicer under the Servicing Agreement, the right
to
receive all monthly reports and other data required to be delivered by the
Servicer under the Servicing Agreement, the right to examine the books and
records of the Servicer and the right to exercise certain rights of consent
and
approval granted to the Purchaser under the Servicing Agreement.
In
accordance with the Second Assignment and Assumption, the Trustee, as Owner,
hereby directs the Servicer to make all distributions under the Servicing
Agreement to the Master Servicer by wire transfer of immediately available
funds
to:
Xxxxx
Fargo Bank, National Association
ABA
Number: 000-000-000
Account
Name: Corporate Trust Clearing
Account
number: 0000000000
For
further credit to: 53183200, MSM 2007-14AR
In
accordance with the Second Assignment and Assumption, the Trustee, as Owner,
hereby directs the Servicer to deliver all reports required to be delivered
under the Servicing Agreement to the Master Servicer at the following
address:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Xxxxxxx, XXX 0000-00XX
Office
Number: (000) 000-0000
Telecopier:
(000) 000-0000
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5.
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Amendments
to Servicing Agreement.
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(a) The
following definitions in Section 1.01 are inserted or revised as follows with
respect to the Specified Mortgage Loans:
a. “Business
Day” Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in New York, New York or, if other than New York, the
city
in which
the
Corporate Trust Office of the Trustee is located, or the States of Maryland,
Minnesota or Texas, are authorized or obligated by law or executive order to
be
closed.
b. “Determination
Date” the 15th day
(or if such
day is not a Business Day, the immediately preceding Business Day) of the
calendar month in which the related Remittance Date occurs.
c. “Eligible
Account” Any of (i) an account or accounts maintained with a federal or
state chartered depository institution or trust company that is a Qualified
Depository, the short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company) have the
highest short-term ratings of each Rating Agency at the time any amounts are
held on deposit therein, or (ii) a trust account or accounts
maintained with the corporate trust department of a federal depository
institution or state-chartered depository institution subject to the regulations
regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal Regulations Section 9.10(b) which, in either case, has corporate trust
powers and is acting in its fiduciary capacity, or (iii) any other account
acceptable to each Rating Agency, as evidenced by a signed writing delivered
by
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee,
the Paying Agent, the Securities Administrator or the Master
Servicer.
d. “Eligible
Investments” At any time, any one or more of the following obligations and
securities:
(i) obligations
of the United States or any agency thereof, provided that such obligations
are
backed by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency rating such paper, or such
lower rating as shall not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the commercial paper
and/or long-term unsecured debt obligations of such depository institution
or
trust company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Xxxxx’x is not the applicable
Rating Agency) are then rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities, or following
a
downgrade, withdrawal, or suspension of such institution’s rating, each account
should promptly (and in any case within not more than 10 calendar days) be
moved
to a qualifying institution or to one or more segregated trust accounts in
the
trust department of such institution, if permitted unless such lower ratings
as
shall not result in the downgrading or
withdrawal
of the ratings then assigned to the Certificates by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating Agency;
(v) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation acceptable to the Rating Agencies at the time of the issuance of
such agreements, as evidenced by a signed writing delivered by each Rating
Agency;
(vi) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(vii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest ratings of each Rating Agency (except if the Rating Agency
is
Moody’s, such rating shall be the highest commercial paper rating of Moody’s for
any such series), or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(viii) interests
in any money market fund which at the date of acquisition of the interests
in
such fund and throughout the time such interests are held in such fund has
the
highest applicable rating by each Rating Agency rating such fund or such lower
rating as shall not result in a change in the rating then assigned to the
Certificates by each Rating Agency, as evidenced by a signed writing delivered
by each Rating Agency, including funds for which the Trustee, the Master
Servicer, the Securities Administrator or any of its Affiliates is investment
manager or adviser;
(ix) short-term
investment funds sponsored by any trust company or national banking association
incorporated under the laws of the United States or any state thereof which
on
the date of acquisition has been rated by each applicable Rating Agency in
their
respective highest applicable rating category or following a downgrade,
withdrawal, or suspension of such institution’s rating, each account should
promptly (and in any case within not more than 10 calendar days) be moved to
a
qualifying institution or to one or more segregated trust accounts in the trust
department of such institution, if permitted unless such lower rating as shall
not result in a change in the rating then specified stated maturity and bearing
interest or sold at a discount acceptable to each Rating Agency as shall not
result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing delivered
by each Rating Agency; and
(x)
such other investments having a specified stated maturity and bearing interest
or sold at a discount acceptable to the Rating Agencies as shall not result
in
the downgrading or withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a signed writing delivered by each
Rating Agency;
provided,
that no such instrument shall be a Permitted Investment if (i) such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument would require
the
Depositor to register as an investment company under the Investment Company
Act
of 1940, as amended.
e. “Indemnified
Party”: each Party described in the first sentence of Section
14.07(a) of the Servicing Agreement.
f. “Qualified
Depository” An institution having the highest short-term debt
rating, and one of the two highest long-term debt ratings of the Rating Agencies
or the approval of the Rating Agencies. Upon a downgrade in the
rating of a Qualified Depository at which an Eligible Account is held below
the
required ratings set forth in the definition of Eligible Account, within 30
days
of
such downgrade, such account will be transferred to an account meeting the
requirements of the definition of Eligible Account; provided, however, that
this
transfer requirement may be waived by the applicable Rating Agency.
g. “Remittance
Date” no later than 1:00 p.m., New York time, on the 18th day of
each calendar month, or if such 18th day is not a Business Day, the first
Business Day immediately following such 18th day.
h. “Remittance
Report Date” The 18th day of each calendar month, or if such 18th
day is not a Business Day, the first Business Day immediately following such
18th day.
i. “Servicing
Fee Rate” with respect to each Mortgage Loan that is a fixed rate mortgage
loan, 0.25% per annum. With respect to each Adjustable Rate Mortgage
Loan, 0.375% per annum.
(b) Solely
with respect to the Specified Mortgage Loans, the following is hereby inserted
as the sixth paragraph of Section 2.01:
“The
Servicer shall not take any action if that action would cause a Mortgage Loan
not to constitute a “qualfied mortgage” within the meaning of Section
860(G)(a)(3) of the Code.” The Servicer hereby represents and warrants to the
Trustee that, to the extent the Mortgage Loans will be part of a REMIC, the
Servicer shall service the Mortgage Loans and any real property acquired upon
default thereof (including, without limitation, making or permitting any
modification, waiver or amendment of any term of any Mortgage Loan) in
accordance with the Servicing Agreement, but in no event in a manner that would
(a) cause the REMIC to fail or qualify as a REMIC or (b) result in the
imposition of a tax upon the REMIC (including, but not limited to, the tax
on
prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax
on
contributions to a REMIC set forth in Section 860G(d) of the Code and the tax
on
“net income from foreclosure property” as set forth in Section 860G(c) of the
Code).”
(c) Section
2.01 of the Servicing Agreement is hereby further amended to require the
Servicer to provide prior written notice to the Depositor and to the Master
Servicer of any changes it intends to make to its policies and practices related
to the modifications of Mortgage Loans prior to its implementation
thereof.
(d) Solely
with respect to the Specified Mortgage Loans, the first paragraph of Section
2.04 is amended and restated in its entirety as follows:
The
Servicer shall segregate and hold all funds collected and received pursuant
to
the Mortgage Loans separate and apart from any of its own funds and general
assets and shall establish
one
or
more Custodial Accounts, in the form of time deposit or demand accounts, titled
“Saxon Mortgage Services, Inc., in trust for Xxxxxx Xxxxxxx Mortgage Loan Trust
2007-14AR”. The Custodial Account shall be established with a
Qualified Depository. Any funds deposited in the Custodial Account
shall at all times be fully insured to the full extent permitted under
applicable law and any amounts therein may be invested in Eligible
Investments. The creation of any Custodial Account shall be evidenced
by a certification in the form of Exhibit 2 hereto, in the case of
an
account established with the Servicer, or by a letter agreement in the form
of
Exhibit 3 hereto, in the case of an account held by a depository other than
the
Servicer. A copy of such certification or letter agreement shall be
furnished to the Owner and, upon request, to any subsequent Owner.
(e) Solely
with respect to the Specified Mortgage Loans, the first paragraph of Section
2.09 of the Servicing Agreement is hereby deleted.
(f) Solely
with respect to the Specified Mortgage Loans, the first paragraph of Section
2.15 of the Servicing Agreement is hereby amended and restated in its entirety
as follows:
“With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Purchaser, or its designee. The Trustee’s name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and
not in its individual capacity. The Servicer shall ensure that the
title to such REO Property references the Agreement and the Purchaser’s (or its
designee's) capacity thereunder. Pursuant to its efforts to sell such
REO Property, the Servicer shall either itself or through an agent selected
by
the Servicer protect and conserve such REO Property in the same manner and
to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Purchaser, or its designee, rent the same, or any part thereof, as the Servicer
deems to be in the best interest of the Purchaser, or its designee, for the
period prior to the sale of such REO Property. The Servicer shall
prepare for and deliver to the Purchaser, or its designee, a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the maintenance
of
such REO Property at such times as is necessary to enable the Purchaser, or
its
designee, to comply with the reporting requirements of the REMIC
Provisions. The net monthly rental income, if any, from such REO
Property shall be deposited in the Certificate Account no later than the close
of business on each Determination Date. The Servicer shall perform
the tax reporting and withholding required by Sections 1445 and 6050J of the
Code with respect to foreclosures and abandonments, the tax reporting required
by Section 6050H of the Code with respect to the receipt of mortgage interest
from individuals and any tax reporting required by Section 6050P of the Code
with respect to the cancellation of indebtedness by certain financial entities,
by preparing such tax and information returns as may be required, in the form
required, and delivering the same to the Purchaser, or its designee, for
filing.
In
the
event that the Purchaser, or its designee, acquires any Mortgaged Property
as
aforesaid or otherwise in connection with a default or imminent default on
a
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property as soon
as
practicable in a manner that maximizes the Liquidation Proceeds thereof, but
in
no event later than three years after its acquisition by the Purchaser, or
its
designee. In that event, the Purchaser, or its designee, shall have
been supplied with an Opinion of Counsel to the effect that the holding by
the
Purchaser, or its designee, of such Mortgaged Property subsequent to a
three-year period, if applicable, will not result in the imposition of taxes
on
“prohibited transactions” of any REMIC as defined in section 860F of the Code or
cause any REMIC to fail to qualify as a REMIC at any time, the Purchaser,
or
its
designee, may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) after the expiration of such
three-year period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Purchaser, or its designee,
shall be rented (or allowed to continue to be rented) or otherwise used for
the
production of income by or on behalf of the Purchaser, or its designee, in
such
a manner or pursuant to any terms
that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure
property” within the meaning of section 860G(a)(8) of the Code or (ii) subject
any REMIC to the imposition of any federal, state or local income taxes on
the
income earned from such Mortgaged Property under Section 860G(c) of the Code
or
otherwise, unless the Servicer has agreed to indemnify and hold harmless the
Purchaser, or its designee, with respect to the imposition of any such
taxes.”
(g) The
reports required under Section 2.17, Section 2.18 and Section 3.02 of the
Servicing Agreement will be provided to the Owner and to the Master Servicer
in
the forms attached to this Assignment.
(h) Solely
with respect to the Specified Mortgage Loans, the first paragraph of Section
3.01 of the Servicing Agreement is hereby amended and restated in its entirety
as follows:
“On
each
Remittance Date the Servicer shall remit by wire transfer of immediately
available funds to the Master Servicer, on behalf of the Trustee, (a) all
amounts deposited in the Custodial Account for the related Due Period (net
of
charges against or withdrawals from the Custodial Account pursuant to Section
2.05), and excluding (i) all amounts attributable to Buydown Funds relating
to a
future Due Period being held in the Custodial Account and (ii) Monthly Payments
relating to a future Due Period being held in the Custodial Account, plus (b)
all amounts if any, which the Servicer is obligated to remit pursuant to Section
3.04, plus (c) any amounts attributable to Principal Prepayments received during
the Principal Prepayment Period related to that Remittance Date, minus (d)
any
amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following
Remittance Date, together with any additional interest required to be deposited
in the Custodial Account in connection with such Principal Prepayment in
accordance with Section 2.04(viii), and minus (e) any amounts attributable
to
Monthly Payments collected but due on a Due Date or Dates subsequent to the
first day of the month of the Remittance Date, which amounts shall be remitted
on the applicable Remittance Date.”
(i) Solely
with respect to the Specified Mortgage Loans, the first paragraph of Section
3.02 of the Servicing Agreement is hereby amended and restated in its entirety
as follows:
“Not
later than Remittance Report Date of each month, the Servicer shall furnish
to
the Securities Administrator and the Master Servicer, on behalf of the Trustee,
a Monthly Remittance Advice, with a trial balance report attached thereto,
in
the form of Exhibit 1 annexed hereto in electronic medium mutually
acceptable to the parties as to the accompanying remittance and the Prepayment
Period ending in the calendar month related to that Remittance Date, together
with a supplemental column reflecting information regarding the Mortgage Loans
as of the end of the prior calendar month.”
(j) Solely
with respect to the Specified Mortgage Loans, subsections (a) and (c) of Section
6.01 of the Servicing Agreement are hereby deleted.
(k) Section
8.01 of the Servicing Agreement is hereby amended to add the Master Servicer
as
an “Indemnified Party” in accordance with such Section.
(l)
Solely with respect to the Specified Mortgage Loans, Article IX of the Servicing
Agreement is hereby deleted.
(m) Solely
with respect to the Specified Mortgage Loans, Section 11.01(b) of the Servicing
Agreement is hereby amended and restated in its entirety as
follows:
(b) the
failure by the Servicer duly to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Servicer set forth
in
this Agreement which continues unremedied for a period of thirty (30) days
other
than with respect to any reporting requirements hereunder, for which such period
shall be (i) five (5) days for reporting required under Section 13.14, and
(ii)
there shall be no grace period for reporting required under Section 4.04,
Section 4.05, the last paragraph of Section 13.14, Section 14.04 and Section
14.05 after the date on which notice of such failure, requiring the same to
be
remedied, shall have been given to the Servicer by the Owner (the date of
delivery of such notice, the “Notice Date”) or the date on which the Servicer
becomes aware of such failure, whichever is earlier; provided, however, that
in
the case of a failure that cannot be cured within thirty (30) days after the
Notice Date, the cure period may be extended if the Servicer can demonstrate
to
the reasonable satisfaction of the Owner that the failure can be cured and
the
Servicer is diligently pursuing remedial action; or
(n) Solely
with respect to the Specified Mortgage Loans, the following is added at the
end
of the first sentence of the third paragraph of Section 13.05:
“(d)
or
as necessary to provide the reports required by Section 4.05 of the Pooling
and
Servicing Agreement.”
(o) The
following paragraph is hereby incorporated into the Servicing Agreement as
new
Section 13.18:
“Third
Party Beneficiary. For purposes of this Agreement, any master
servicer appointed in connection with a Reconstitution by the Owner shall be
considered a third party beneficiary to this Agreement (including but not
limited to Sections 14.01, 14.03 and 14.04 hereof) with respect to the Specified
Mortgage Loans entitled to all the rights and benefits accruing to any master
servicer herein with respect to the Specified Mortgage Loans as if it were
a
direct party to this Agreement.”
(p) The
last paragraph of Section 14.01 of the Servicing Agreement is hereby amended
and
restated in its entirety as follows:
“The
Servicer shall be under no obligation to provide any information (other than
the
information required under Section 14.04 and Section 14.05 for the preparation
of any Form 10-K, any information regarding the Servicer that would be required
to be filed on Form 8-K, all of which the Servicer are exempted from the
provisions of this paragraph) that any of the Master Servicer, the Securities
Administrator, on behalf of the Trustee, or Depositor deem required under
Regulation AB if (i) the Servicer does not believe that such information is
required under Regulation AB and
(ii)
the
Servicer is not providing such information for securitizations on its own Shelf
Registration on Form S-3 (or any Shelf Registration on Form S-3 of any of its
Affiliates relating to the same asset type) unless either the Sponsor or
Depositor pays all reasonable incremental costs incurred by the Servicer in
connection with the preparation and delivery of such information. The
Servicer shall deliver any such information within 15 days of such written
request, if such information is quantitative information set forth on, or which
may be derived from, information in the Servicer’s databases, or otherwise
within a commercially reasonable time taking into account the time required
to
implement the necessary systems and procedures to produce such information,
but
in no event later than two (2) Business Days before such information would
be
required to be filed with the Commission.”
(q) Section
14.03(d) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“For
the
purpose of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Servicer shall (or shall
cause each Subservicer to) (i) promptly notify the Purchaser, any Master
Servicer and any Depositor in writing of (A) any litigation or governmental
proceedings pending against the Servicer, any Subservicer that would be material
to securityholders, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Servicer, any
Subservicer and any of the parties specified in clause (D) of paragraph (a)
of
this Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, but only to the extent
that such affiliations or relationships do not include the Purchaser, Depositor
or any of their respective affiliates as a party, (C) any Event of Default
under
the terms of this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Servicer and
(E)
the Servicer’s entry into an agreement with a Subcontractor to perform or assist
the Servicer with the performance of any of the Servicer’s obligations under
this Agreement or any Reconstitution Agreement, and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations
or
relationships.”
(r) Section
14.03 (f) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“In
addition to such information as the Servicer, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, not later than ten
(10)
days prior to the deadline for the filing of any distribution report on Form
10-D in respect of any Securitization Transaction that includes any of the
Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or
such
Subservicer, as applicable, shall, to the extent the Servicer or such
Subservicer has knowledge, provide to the party responsible for filing such
report (including, if applicable, the Master Servicer) notice of the occurrence
of any of the following events along with all information, data, and materials
related thereto as may be required to be included in the related distribution
report on Form 10-D (as specified in the provisions of Regulation AB referenced
below):
(i) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(ii) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(iii) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
(s) The
following is inserted as Section 14.03 (g) of the Servicing
Agreement:
“The
Servicer shall provide to the Purchaser, any Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports, and such other
information related to the Servicer or any Subservicer or the Servicer or such
Subservicer’s performance hereunder.”
(t) Section
14.04 is hereby amended and restated in its entirety as follows:
“On
or
before March 15 of each calendar year, commencing in 2008, the Servicer shall
deliver to the Owner and any Depositor a statement of compliance addressed
to
the Owner and such Depositor and signed by an authorized officer of the
Servicer, to the effect that (i) a review of the Servicer’s activities during
the immediately preceding calendar year (or applicable portion thereof) and
of
its performance under this Agreement and any applicable Reconstitution Agreement
during such period has been made under such officer’s supervision, and (ii) to
the best of such officers’ knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar
year
(or applicable portion thereof) or, if there has been a failure to fulfill
any
such obligation in any material respect, specifically identifying each such
failure known to such officer and the nature and the status
thereof.
“In
the
event that the Servicer fails to timely comply with this Section 14.04, the
Depositor shall use its commercially reasonable efforts to obtain written
statements or assurances from the Commission, that such failure to provide
the
required statement of compliance on a timely basis, and a one time additional
failure by the Servicer to comply with this Section 14.04, will not result
in
any adverse effect on the Depositor or its affiliates with respect to any Shelf
Registration on Form S-3 of the Depositor or any of its
affiliates. Any costs or expenses incurred by the Depositor or the
Master Servicer in obtaining such statement or assurances from the Commission
shall be reimbursed to the Depositor by the Servicer. In the event
that the Depositor is unable to receive any such assurances from the Commission
after the use of such commercially reasonable efforts of the related year,
such
failure by the Servicer to comply with this Section 14.04 shall be deemed an
Event of Default, automatically at such time, without notice and
without any cure period, and Depositor may, in addition to whatever rights
the
Depositor may have under Section 8.01 and Section 14.07 of the Servicing
Agreement and at law or equity or to damages, including injunctive relief and
specific performance, terminate all the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Servicer for the same, as provided in Article 6 of
the
Servicing Agreement. Such termination shall be considered with cause pursuant
to
Section 6.01(a) of the Servicing Agreement. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.”
(u) Section
14.05(a)(iv) of the Servicing Agreement is hereby amended and restated in its
entirety as follows:
“deliver,
and cause each Subservicer and Subcontractor described in clause (iii) above
to
deliver, to the Purchaser, the Master Servicer, any Depositor and any other
Person that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of
an
asset-backed issuer with respect to a Securitization Transaction a
certification, signed by an appropriate officer of the Servicer, in the form
attached hereto as Exhibit I. In addition to providing the Sarbanes
Certification, the Servicer shall also cooperate with the Depositor and provide
such additional information as the Depositor may reasonably request with respect
thereto.”
(v) The
third sentence of Section 14.06(a) is amended to require the Servicer to cause
any Subservicer or Subcontractor to comply with all of the following Sections
of
the Servicing Agreement: Xxxxxxx 00.00, Xxxxxxx 00.00(x), (x), (x)
and (g), Section 14.04, Section 14.05, Section 14.06(a) and Section
14.07.
(w) The
last sentence of the second paragraph of Section 14.06(b) is amended to require
the Servicer to cause any Subservicer or Subcontractor to provide any assessment
of compliance and attestation but also any other certifications required to
delivered under Section 14.05.
(x)
Section 14.07(a)(ii) of the Servicing Agreement is hereby amended and restated
in its entirety as follows:
“(ii)
any breach by the Servicer under this Section 14, including particularly any
failure by the Servicer, any Subservicer, any Subcontractor to deliver any
information, report, certification, accountants’ letter or other material when
and as required, under this Article II, including any failure by the Servicer
to
identify pursuant to Section 14.06(b) any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation
AB;”
(y) The
word “or” is added at the end of Section 14.07(a)(iii) of the Servicing
Agreement, and the following is inserted to Section 14.07(a) of the Servicing
Agreement:
“(iv) bad
faith or willful misconduct of the Company in connection with its performance
under this Article II.
(z)
Section 14.07(a) is hereby amended by deleting the penultimate paragraph
thereof.
(aa) The
following parenthetical is inserted directly before the proviso in the last
sentence of the first paragraph of Section 14.07(b)(i) of the Servicing
Agreement:
“(and
if
the Servicer is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor servicer reasonably acceptable to the Master
Servicer for such Securitization Transaction)”
(bb) Schedule
I to the Servicing Agreement is hereby replaced in its entirety with the Amended
and Restated Schedule I attached to this Assignment as Exhibit II.
(cc) All
assessments, reports and certifications required to be delivered by the Servicer
this Assignment shall include the Master Servicer as an addressee, and the
Master Servicer shall be entitled to rely upon all such assessments, reports
and
certifications.
(dd) Written
notice provided in compliance with Sections 14.03(d), (e) or (f) of the
Servicing Agreement shall be substantially in the form of Exhibit III to this
Agreement.
|
6.
|
Notices
|
The
Depositor’s address for purposes for all notices and correspondence related to
the Mortgage Loans, this Assignment and the Servicing Agreement is
:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-14AR
The
Trustee’s address for purposes for all notices and correspondence related to the
Mortgage Loans, this Assignment and the Servicing Agreement is :
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services MSM 2007-14AR
The
Purchaser’s address for purposes for all notices and correspondence related to
the Mortgage Loans, this Assignment and the Servicing Agreement is
:
Xxxxxx
Xxxxxxx Mortgage Capital Holdings LLC
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-14AR
With
a
copy to:
Xxxxxx
Xxxxxxx & Co. Incorporated
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel’s Office
The
Servicer’s address for purposes for all notices and correspondence related to
the Mortgage Loans and this Assignment is :
Saxon
Mortgage Services, Inc.
0000
Xxxxxxxxxx Xxxxx
Xxxx
Xxxxx, Xxxxx 00000
Attention: Xxxxx
Xxxx, President
Fax: (000)
000-0000
with
a
copy to:
Saxon
Mortgage Services, Inc.
0000
Xxxxxxxxxx Xxxxx
Xxxx
Xxxxx, Xxxxx 00000
Attention:
Legal Department
Fax:
(000) 000-0000
|
7.
|
Certain
Matters Regarding the Trustee
|
Each
party hereto hereby agrees as follows:
Notwithstanding
any term hereof to the contrary, the execution and delivery of this Assignment
by Trustee is solely in its capacity as trustee for Xxxxxx Xxxxxxx Mortgage
Loan
Trust 2007-14AR and not individually, and any recourse against Trustee in
respect of any obligations it may have under or pursuant to the terms of this
Assignment (if any) shall be limited solely to the assets it may hold as trustee
of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-14AR.
|
8.
|
Continuing
Effect
|
Except
as
contemplated by this Assignment, the Servicing Agreement shall remain in full
force and effect in accordance with its terms.
|
9.
|
Governing
Law
|
This
Assignment and the rights and obligations hereunder shall be governed by and
construed in accordance with the internal laws of the State of New
York.
|
10.
|
Counterparts
|
This
Assignment may be executed in counterparts, each of which when so executed
shall
be deemed to be an original and all of which when taken together shall
constitute one and the same instrument.
|
11.
|
Definitions
|
Any
capitalized term used but not defined in this Assignment has the same meaning
as
in the Servicing Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers
as of
the date first above written.
Purchaser
|
Trust
|
Xxxxxx
Xxxxxxx Mortgage Capital Holdings LLC,
successor
by merger to Xxxxxx Xxxxxxx Mortgage Capital Inc.
|
Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-14AR
By:
LaSalle Bank National Association, as trustee
|
/s/ Xxxxxxx
Xxx
|
/s/
Xxxx
Xxxxx
|
By:
Xxxxxxx
Xxx
|
By: Xxxx
Xxxxx
|
Its:
Vice President
|
Its: Vice
President
|
Taxpayer
Identification
Number:
|
|
Servicer
|
|
Saxon
Mortgage Services, Inc.
|
|
/s/ Xxxxx X.
Xxxx
|
|
By:
Xxxxx X.
Xxxx
|
|
Its: Chief
Executive Officer and President
|
|
Taxpayer
Identification
Number:
|
|
Acknowledged
and Agreed:
|
|
Xxxxxx
Xxxxxxx Capital I Inc.
|
Xxxxx
Fargo Bank, National Association, as Master
Servicer
|
/s/ Xxxxxxx
Xxx
|
/s/
Xxxxx X.
Xxxxxx
|
By: Xxxxxxx
Xxx
|
By: Xxxxx
X. Xxxxxx
|
Its: Vice
President
|
Its: Vice
President
|
Taxpayer
Identification
Number:
|
|
Schedule
I
Specified
Mortgage Loan Schedule
[see
Schedule A to the Pooling and Servicing Agreement
on
file
with the Servicer, the Master Servicer and the Depositor]
Exhibit
IIA:
Standard
File Layout – Delinquency
Reporting
Column/Header
Name
|
Description
|
Decimal
|
Format
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 servicer at
the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|||||
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 by the
courts
|
MM/DD/YYYY
|
|||||
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|||||
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 instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|||||
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|||||
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|||||
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 ($)
|
||||
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|||||
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|||||
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
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 ($)
|
||||
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|||||
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|||||
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|||||
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|||||
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|||||
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|||||
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
||||
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
||||
If
applicable:
|
|
|
|||||
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||||||
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in
default for this cycle.
|
||||||
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|||||
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|||||
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
Insurer
|
MM/DD/YYYY
|
|||||
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 ($)
|
||||
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|||||
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
||||
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 Insurance
Company.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_AMT |
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
||||
HAZARD_CLAIM_PAID_DATE |
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
||||
HAZARD_CLAIM_PAID_AMT |
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
||||
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
IIB:
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
|
•
|
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
|
Exhibit
IIB:
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
|
Exhibit
IIB:
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
|
Exhibit
IIC:
Standard
File Layout – Master Servicing
Exhibit
1: Layout
|
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
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
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next
payment is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Plus
the following applicable fields:
|
|
|
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a
processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable
for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for
the current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|||
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
Varchar
– value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
comma(,) or dollar signs ($)
|
11
|
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach
of
Representations and Warranties
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
With
respect to each Mortgage Loan that has been modified during the related
Due
Period, this report shall also include, in a form mutually acceptable
to the
Servicer and the Master Servicer, the following information:
1. The
number of Mortgage Loans that had loan modifications;
2. The
date of each loan modification; and
3. The
amount of principal and interest
forgiveness with respect to each loan modification.
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. Remittance and Ending Balances – Required
Data
Beginning
Loan
Count
|
Ending
Loan
Count
|
Total
Monthly
Remittance
Amo.
|
Total
Ending Unpaid
Principal
Balance
|
Total
Monthly Principal 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.
of
Loans
|
Total
No.
of
Delinquencies
|
30-
Days
|
60-
Days
|
90
or more
Days
|
In
Foreclosure
(Optional)
|
Real
Estate
Owned
(Optional)
|
Total
Dollar
Amount
of
Delinquencies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$0.00
|
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
IID:
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. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible
to remit all funds pending loss approval and /or resolution of any disputed
items.
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.
|
13.
|
The
total of lines 1 through 12.
|
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
( ).
|
6
Exhibit IIE: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 SaleCharge 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)
|
7
(16)
|
Rental
Receipts
|
_______________(16)
|
(17)
|
Hazard
Loss Proceeds
|
_______________(17)
|
(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)
|
8
|
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
EXHIBIT
III
Additional
Disclosure Notification
Xxxxx
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate
Trust Services – MSM 2007-13 - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section
[ ] of the Servicing Agreement, dated as of [date], as amended by the
Assignment, Assumption and Recognition Agreement dated as of September
1, 2007
among Xxxxxx Xxxxxxx Capital I Inc., as Depositor, Saxon Mortgage Services,
Inc., Xxxxx Fargo Bank, National Association, as Master Servicer, and LaSalle
Bank National Association as Trustee. The Undersigned hereby notifies
you that certain events have come to our attention that [will][may] need
to be
disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this
notification should be directed to [ ], phone
number: [ ]; email
address: [ ].
[NAME
OF
PARTY]
as
[role]
By:
__________________
Name:
Title:
EXHIBIT IV
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”;
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance
or other triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third
parties,
policies and procedures are instituted to monitor the third
party’s
performance and compliance with such servicing
activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a
back-up servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect
on the party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
|||
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than
three business
days following receipt, or such other number of days specified
in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are
made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are
separately
maintained (e.g., with respect to commingling of cash) as set
forth in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign
financial
institution
that
meets the requirements of Rule 13k-1 (b)(1) of the Securities
Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank
clearing
accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank
statement
cutoff date, or such other number of days specified in the
transaction
agreements;
(C) reviewed and approved by someone other than the person who
prepared
the reconciliation; and (D) contain explanations for reconciling
items. These reconciling items are resolved within 90 calendar
days of their original identification, or such other number
of
days
specified in the transaction agreements.
|
X
|
|
Investor
Remittances and Reporting
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and
applicable
Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms
set
forth in the transaction agreements; (B) provide information
calculated in
accordance with the terms specified in the transaction agreements;
(C) are
filed with the Commission as required by its rules and regulations;
and
(D) agree with investors’ or the trustee’s records as
to
the total unpaid principal balance and number of mortgage loans
serviced
by the Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
|||
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the
transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance
with the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than three business days after receipt,
or such
other number of days specified in the transaction agreements,
and
allocated to principal, interest or other items (e.g., escrow)
in
accordance
with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and
concluded
in accordance with the timeframes or other requirements established
by the
transaction agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements,
and
describe
the entity’s activities in monitoring delinquent mortgage loans including,
for example, phone calls, letters and payment rescheduling plans
in cases
where delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(
d)( 4 )(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with
variable
rates are computed based on the related mortgage loan
documents.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(
d)( 4 )(x)
|
Regarding
any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest
on
such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are
returned to
the obligor within 30 calendar days of full repayment of the
related
mortgage loans, or such other number of days specified
in
the transaction agreements.
|
X
|
|
1122(
d)( 4 )(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that
such support
has been received by the servicer at least 30
calendar
days prior to these dates, or such other number of days specified
in the
transaction agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of
days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|