ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Agreement”), dated as of October 29, 2007, among UBS Real Estate Securities Inc., a Delaware corporation formerly known as UBS Warburg Real Estate Securities Inc. (the “Assignor” and “UBSRES”), Mortgage Asset Securitization Transactions, Inc., a Delaware corporation (the “Assignee”), and National City Mortgage Co. (the “Company”):
For good and valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the promises and mutual covenants herein contained, the parties hereto hereby agree as follows:
1.
a.
The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, in, to and under (a) those certain Mortgage Loans listed on Exhibit A attached hereto (the “Mortgage Loans”) and (b) solely with respect to the servicing provisions as they relate to the Mortgage Loans (as specified in Section 1(c) below), that certain Second Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of October 1, 2001 as amended and restated through and including May 1, 2004, as amended by Amendment Number One, dated as of December 1, 2004, as further amended by Amendment Number Two, dated as of February 4, 2005, as further amended by Amendment Number Three, dated as of March 8, 2005, and as further amended by Amendment Number Four, dated as of March 1, 2006, as amended, each by and between UBSRES and the Company (the “Servicing Agreement”). For purposes of this Agreement, the term “Servicing Agreement” includes any separate xxxx of sale, letter, assignment and conveyance or other instrument pursuant to which Company and Assignor effectuated the purchase and sale of any Mortgage Loan following the execution and delivery of the Servicing Agreement.
b.
The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and all obligations of the Assignor with respect to any mortgage loans subject to the Servicing Agreement which are not the Mortgage Loans set forth on Exhibit A attached hereto and are not the subject of this Agreement.
c.
The Assignor specifically reserves and does not assign to the Assignee hereunder those rights under the Servicing Agreement that do not relate to the servicing of the Mortgage Loan (including without limitation, the representations and warranties made by the Company and the document delivery requirements of the Company and the remedies (including indemnification) available for breaches thereof).
2.
The Assignor warrants and represents to the Assignee and the Company as of the date hereof:
a.
The Assignor was the lawful owner of the Mortgage Loans with full right to transfer the Mortgage Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they relate to the Mortgage Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Mortgage Loans to the Assignee as contemplated herein, the Assignee shall have good title to each and every Mortgage Loan, as well as any and all of the Assignee’s interests, rights and obligations under the Servicing Agreement as they relate to the Mortgage Loans, free and clear of any and all liens, claims and encumbrances;
b.
The 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 Mortgage Loans;
c.
The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the 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 the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignor. This Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and the Company, will constitute the valid and legally binding obligation of the Assignor enforceable against the 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
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 the Assignor in connection with the execution, delivery or performance by the Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.
3.
The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
a.
The Assignee is a corporation 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 acquire, own and purchase the Mortgage Loans;
b.
The Assignee has full power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance by the Assignee of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Assignee. This Agreement has been duly executed and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms;
c.
To the best of Assignee’s knowledge, no material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement, or the consummation by it of the transactions contemplated hereby; and
d.
The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Servicing Agreement and the Mortgage Loans, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder, with respect to the Mortgage Loans.
4.
The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:
a.
Attached hereto as Exhibit B is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the date hereof 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.
The Company 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 service the Mortgage Loans and otherwise to perform its obligations under the Servicing Agreement;
c.
The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of the Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company’s charter or bylaws or any legal restriction, or any material agreement or instrument to which the 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 the Company or its property is subject. The execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Company. This Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Company, enforceable against the 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 the Company in connection with the execution, delivery or performance by the Company of this Agreement, or the consummation by it of the transactions contemplated hereby;
e.
The Company shall establish a Custodial Account and an Escrow Account under the Servicing Agreement in favor of the Assignee, or its designee with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of the Assignor;
f.
[Reserved]
g.
There is no action, suit, proceeding or investigation pending or threatened against the Company, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement or the Servicing Agreement, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Company to perform its obligations under this Agreement or the Servicing Agreement. The Company is solvent; and
h.
If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, the Company shall take all actions as are necessary to cause MASTR Alternative Loan Trust 2007-1 to be shown as the owner of the related Mortgage Loan on the record of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgage maintained by MERS.
Recognition by the Company of the Trustee and the Trust Administrator
5.
The Company hereby recognizes that the Mortgage Loans will be transferred by the Assignee to U.S. Bank National Association, as Trustee for the holders of MASTR Asset Securitization Trust 2007-1 (including its successors in interest and any successor trustee under the Pooling Agreement defined below, the “Trustee”) in a securitization transaction pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2007 (the “Pooling Agreement”), among the Assignee, the Assignor, the Trustee and Xxxxx Fargo Bank, N.A., as master servicer (the “Master Servicer”), trust administrator (the “Trust Administrator”), custodian and credit risk manager. From and after the date hereof, the Company acknowledges and agrees that (A) the Trustee will be the owner of the Mortgage Loans on behalf of MASTR Asset Securitization Trust 2007-1 (the “Trust”) and Xxxxx Fargo Bank, N.A., will be the Master Servicer, Trust Administrator and a custodian of the Mortgage Loans, (B) the Company shall look solely to the Trustee and the Trust Administrator, on behalf of the Trust, for performance of any obligations of the Assignor insofar as they relate to the Mortgage Loans and (C) the Mortgage Loans will be part of a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code (“REMIC”), and the Company 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 (i) cause the REMIC to fail to qualify as a REMIC or (ii) 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). It is the intention of the Assignor, the Company and the Assignee that this Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither the Company nor the 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 Mortgage Loans without the prior written consent of the Trustee.
Indemnity by the Company to the Trust
6.
The Company hereby agrees to indemnify and hold harmless the Assignor, the Assignee and the Trust (collectively the “Indemnified Parties”) from and against any and all losses, claims, expenses, damages or liabilities to which the Indemnified Parties, their respective officers or directors and any such controlling person may become subject, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of the representation and warranty set forth in the Servicing Agreement to the extent that such breach relates to the origination and servicing of Mortgage Loans in compliance with the Georgia Fair Lending Act.
Modification of the Servicing Agreement
7.
Only insofar as it relates to the Mortgage Loans, the parties hereto hereby amend the Servicing Agreement as follows:
(i)
The following paragraph is added immediately following the last paragraph of Section 4.04:
“Custodial Accounts shall be Eligible Accounts and funds on deposit in the Custodial Account shall, if invested, only be invested in Permitted Investments.”
(ii)
The following new definitions are hereby added to Article I as follows:
Certificateholders:
Holders of Certificates.
Certificates: Certificates issued pursuant to the Pooling Agreement.
Eligible Account: Any account or accounts (1) maintained by the Trust Administrator with a federal or state chartered depository institution or trust company that complies with the definition of “Eligible Institution,” or (2) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity.
Eligible Account: An institution meeting all of the following requirements:
(a)
that is rated a minimum of “A-2” (or “BBB+” or above if it has no short-term rating) by S&P; provided that within 30 calendar days of a downgrade below the minimum required rating level, the Company, shall transfer all funds in the applicable Eligible Account to an account with an Eligible Institution that meets the requirements of clause (a) of this definition; and
(b)
that has (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of Xxxxx’x and Fitch (if Fitch is a Rating Agency) or (ii) the approval of Fitch (if Fitch is a Rating Agency) and Xxxxx’x.
Permitted Investments: At any time, any one or more of the following obligations and securities:
(a)
obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;
(b)
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 will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;
(c)
commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;
(d)
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 are then rated in one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;
(e)
demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC and are then rated in the highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;
(f)
guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;
(g)
repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above;
(h)
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 the highest rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
(i)
units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations;
(j)
any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder, including any such fund that is managed by the Trustee or Master Servicer or any affiliate of the Trustee or Master Servicer or for which the Trustee or Master Servicer or any affiliate of the Trustee or Master Servicer acts as an adviser as long as such fund is rated in at least the highest rating category by each Rating Agency (if so rated by such Rating Agency); and
(k)
such other investments bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.
Pooling Agreement: The agreement dated October 1, 2007 by and among Mortgage Asset Securitization Transactions, Inc., UBS Real Estate Securities, Inc., Xxxxx Fargo Bank, N.A., as Master Servicer, Trust Administrator, custodian and credit risk manager and the Trustee.
Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee: U.S. Bank National Association.
(iii)
The definition of “Remittance Date” in Article 1 of the Servicing Agreement is deleted in its entirely, and replaced with the following:
Remittance Date: With respect to each Mortgage Loan, the 18th day of each month following the related Closing Date (or if such 18th day is not a Business Day, the Business Day next preceding such 18th day).
(iv)
Section 5.02 (“Statements to Purchaser”) of the Servicing Agreement is hereby deleted in its entirely, and replaced with the following:
Not later than the fifth (5th) Business Day of each month, the Company shall furnish to the Purchaser or its designee a delinquency report in the form set forth in Exhibit N-1, a monthly remittance advice in the form set forth in Exhibit N-2, and a realized loss report in the form set forth in Exhibit N-3, each in a mutually agreeable electronic format, as to the latest Due Period, together with such other information with respect to the Mortgage Loans as the Purchaser may reasonably require to allocate distributions made pursuant to this Agreement and to provide appropriate statements in connection therewith.
(v)
Exhibits N-1, N-2 and N-3 to the Servicing Agreement are hereby deleted in their entirety and replaced by new Exhibits N-1, N-2 and N-3, substantially in the form of Exhibit C to this Agreement.
8.
Notices:
All demands, notices and communications related to the Mortgage Loans and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
In the case of the Assignor,
UBS Real Estate Securities Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxxx
In the case of the Assignee,
Mortgage Asset Securitization Transactions, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department
In the case of the Company,
National City Mortgage Co.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
Miscellaneous:
9.
Distributions shall be made by wire transfer of immediately available funds to Xxxxx Fargo Bank, N.A., ABA #000-000-000, for credit to SAS Clearing; Account: 0000000000, for further credit to account #00000000. Applicable statements should be mailed to Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000-0000, Attn: Client Manager, MASTR 2007-1.
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 Agreement.
11.
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
12.
No term or provision of this 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, with prior consent of the Trustee.
13.
This Agreement shall inure to the benefit of (i) the successors and assigns of the parties hereto and (ii) the Trustee. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
14.
Each of this Agreement and the Servicing Agreement shall survive the conveyance of the Mortgage Loans and the assignment of the Servicing Agreement to the extent of the Mortgage Loans by Assignor to Assignee and Assignee to the Trustee.
15.
This 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.
16.
In the event that any provision of this Agreement conflicts with any provision of the Servicing Agreement with respect to the Mortgage Loans, the terms of this Agreement shall control.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
as depositor
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Associate Director
UBS REAL ESTATE SECURITIES INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Associate Director
NATIONAL CITY MORTGAGE CO.
By: /s/ Xxxx Xxxx Xxxxxxxx
Name: Xxxx Xxxx Xxxxxxxx
Title: Vice President
Exhibit A
Mortgage Loans
As delivered to the Trustee on the Closing Date
Exhibit B
Servicing Agreement
On File at XxXxx Xxxxxx LLP
Exhibit C
EXHIBIT N TO SERVICING AGREEMENT
Exhibit N-1: Standard File Layout – Master Servicing
Column Name | Description | Decimal | Format Comment | Max Size |
SER_INVESTOR_NBR | A value assigned by the Servicer to define a group of loans. |
| Text up to 10 digits | 20 |
LOAN_NBR | A unique identifier assigned to each loan by the investor. |
| Text up to 10 digits | 10 |
SERVICER_LOAN_NBR | A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR. |
| Text up to 10 digits | 10 |
BORROWER_NAME | The borrower name as received in the file. It is not separated by first and last name. |
| Maximum length of 30 (Last, First) | 30 |
SCHED_PAY_AMT | Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant. | 2 | No commas(,) or dollar signs ($) | 11 |
NOTE_INT_RATE | The loan interest rate as reported by the Servicer. | 4 | Max length of 6 | 6 |
NET_INT_RATE | The loan gross interest rate less the service fee rate as reported by the Servicer. | 4 | Max length of 6 | 6 |
SERV_FEE_RATE | The servicer's fee rate for a loan as reported by the Servicer. | 4 | Max length of 6 | 6 |
SERV_FEE_AMT | The servicer's fee amount for a loan as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
NEW_PAY_AMT | The new loan payment amount as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
NEW_LOAN_RATE | The new loan rate as reported by the Servicer. | 4 | Max length of 6 | 6 |
ARM_INDEX_RATE | The index the Servicer is using to calculate a forecasted rate. | 4 | Max length of 6 | 6 |
ACTL_BEG_PRIN_BAL | The borrower's actual principal balance at the beginning of the processing cycle. | 2 | No commas(,) or dollar signs ($) | 11 |
ACTL_END_PRIN_BAL | The borrower's actual principal balance at the end of the processing cycle. | 2 | No commas(,) or dollar signs ($) | 11 |
BORR_NEXT_PAY_DUE_DATE | The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer. |
| MM/DD/YYYY | 10 |
SERV_CURT_AMT_1 | The first curtailment amount to be applied. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_DATE_1 | The curtailment date associated with the first curtailment amount. |
| MM/DD/YYYY | 10 |
CURT_ADJ_ AMT_1 | The curtailment interest on the first curtailment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_AMT_2 | The second curtailment amount to be applied. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_DATE_2 | The curtailment date associated with the second curtailment amount. |
| MM/DD/YYYY | 10 |
CURT_ADJ_ AMT_2 | The curtailment interest on the second curtailment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_AMT_3 | The third curtailment amount to be applied. | 2 | No commas(,) or dollar signs ($) | 11 |
SERV_CURT_DATE_3 | The curtailment date associated with the third curtailment amount. |
| MM/DD/YYYY | 10 |
CURT_ADJ_AMT_3 | The curtailment interest on the third curtailment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
PIF_AMT | The loan "paid in full" amount as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
PIF_DATE | The paid in full date as reported by the Servicer. |
| MM/DD/YYYY | 10 |
|
|
| Action Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution, 65=Repurchase,70=REO | 2 |
ACTION_CODE | The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan. | |||
INT_ADJ_AMT | The amount of the interest adjustment as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
SOLDIER_SAILOR_ADJ_AMT | The Soldier and Sailor Adjustment amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
NON_ADV_LOAN_AMT | The Non Recoverable Loan Amount, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
LOAN_LOSS_AMT | The amount the Servicer is passing as a loss, if applicable. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_BEG_PRIN_BAL | The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_END_PRIN_BAL | The scheduled principal balance due to investors at the end of a processing cycle. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_PRIN_AMT | The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
SCHED_NET_INT | The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
ACTL_PRIN_AMT | The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
ACTL_NET_INT | The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans. | 2 | No commas(,) or dollar signs ($) | 11 |
PREPAY_PENALTY_ AMT | The penalty amount received when a borrower prepays on his loan as reported by the Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
PREPAY_PENALTY_ WAIVED | The prepayment penalty amount for the loan waived by the servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
|
|
|
|
|
MOD_DATE | The Effective Payment Date of the Modification for the loan. |
| MM/DD/YYYY | 10 |
MOD_TYPE | The Modification Type. |
| Varchar - value can be alpha or numeric | 30 |
DELINQ_P&I_ADVANCE_AMT | The current outstanding principal and interest advances made by Servicer. | 2 | No commas(,) or dollar signs ($) | 11 |
Exhibit N-2: Standard File Layout – Delinquency Reporting
*The column/header names in bold are the minimum fields Xxxxx Fargo must receive from every Servicer
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 ($) | |||
| BPO_DATE | The date the BPO was done. |
|
| |||
| CURRENT_BPO_VAL | The current "as is" value of th property based on a brokers price opinion. |
|
| |||
| REPAIRED_BPO_PROP_VAL | The amount the property would be worth if repairs are completed pursuant to a broker's price opinion. |
|
| |||
| CURR_APP_VAL | The current "as is" value of the property based on an appraisal. | 11 | No commas(,) or dollar signs ($) | |||
| 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 ($) | |||
| HAZARD_CLAIM_PAID_DATE | The date the Hazard Insurance Company disbursed the claim payment. | 10 | MM/DD/YYYY | |||
| HAZARD_CLAIM_PAID_AMT | The amount the Hazard Insurance Company paid on the claim. | 11 | No commas(,) or dollar signs ($) | |||
| POOL_CLAIM_FILED_DATE | The date the claim was filed with the Pool Insurance Company. | 10 | MM/DD/YYYY | |||
| POOL_CLAIM_AMT | The amount of the claim filed with the Pool Insurance Company. | 11 | No commas(,) or dollar signs ($) | |||
| POOL_CLAIM_PAID_DATE | The date the claim was settled and the check was issued by the Pool Insurer. | 10 | MM/DD/YYYY | |||
| POOL_CLAIM_AMT_PAID | The amount paid on the claim by the Pool Insurance Company. | 11 | No commas(,) or dollar signs ($) | |||
| FORECLOSURE_FLAG | Y or N |
| Text | |||
| BANKRUPTCY_FLAG | Y or N |
| Text | |||
| NOD_DATE |
|
| MM/DD/YYYY | |||
| MI_CLAIM_DATE | Date Mortgage Insurance is filed |
| MM/DD/YYYY | |||
| NOI_DATE |
|
| MM/DD/YYYY | |||
| ACTUAL_PAYMENT_PLAN_START_DATE |
|
| MM/DD/YYYY | |||
| ACTUAL_PAYMENT_ PLAN_END_DATE |
|
|
| |||
| LIST_DATE |
|
| MM/DD/YYYY | |||
| VACANCY/OCCUPANCY_STATUS | The Occupancy status of the defaulted loan's collateral |
| Text | |||
| ACTUAL_REO_START_DATE |
|
| MM/DD/YYYY | |||
| SALES_PRICE |
|
| Number | |||
| UPB_LIQUIDATION | Outstanding Pricipal Balance of the loan upon Liquidation |
| Number | |||
| REALIZED_LOSS/GAIN | As defined in the Servicing Agreement |
| Number | |||
| LIQUIDATION_PROCEEDS |
|
| Number | |||
| PREPAYMENT_CHARGES_COLLECTED | The amount of Prepayment Charges received |
| Number | |||
| PREPAYMENT_CALCULATION | The formula behind the prepayment charge |
| Text | |||
| PAYOFF_DATE | The date on which the loan was paid off |
| MM/DD/YYYY |
Exhibit N-2: Standard File Codes – Delinquency Reporting, Continued
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 N-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 |
Exhibit N-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 |
Exhibit N-3: 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 ( ).
Exhibit N-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)
(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)
Escrow Disbursement Detail
Type (Tax /Ins.) | Date Paid | Period of Coverage | Total Paid | Base Amount | Penalties | Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|