Contract
Exhibit
99.13a
Execution
Copy
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”),
dated
as of February 1, 2007, is entered into among Xxxxxx Xxxxxxx Capital I Inc.,
a
Delaware corporation (the “Depositor”),
Xxxxxx Xxxxxxx Mortgage Capital Inc. (“MSMCI”),
Wachovia Mortgage Corporation as seller (“Wachovia”
and,
in
such capacity, the “Seller”)
and
servicer (in such capacity, the “Servicer”),
and
acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”)
of
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-5AX (the “Trust”),
and
Xxxxx Fargo Bank, National Association, as master servicer (or any successor
master servicer, the “Master Servicer”).
RECITALS
WHEREAS
MSMCI, the Seller and the Servicer have entered into a certain Seller’s
Purchase, Warranties and Servicing Agreement, dated as of September 1, 2004
(the
“Initial
Agreement”),
as
amended by a certain First Amended and Restated Seller’s Purchase, Warranties
and Servicing Agreement, dated as of June 1, 2006 (the “Amended
Agreement”),
each
as supplemented by the Amended and Restated Regulation AB Compliance Addendum
(the “Reg
AB
Addendum”),
dated
as of April 17, 2006, (as further amended or modified to the date hereof,
the
“Agreement”),
pursuant to which MSMCI has acquired certain Mortgage Loans pursuant to the
terms of the Agreement and the Servicer has agreed to service such Mortgage
Loans;
WHEREAS
the Depositor has agreed, on the terms and conditions contained herein, to
purchase from MSMCI certain of the Mortgage Loans (the “Specified
Mortgage Loans”)
which
are subject to the provisions of the Agreement and are listed on the mortgage
loan schedule attached as Exhibit I hereto (the “Specified
Mortgage Loan Schedule”);
and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms and conditions
contained herein, to purchase from the Depositor the Specified Mortgage
Loans;
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:
1.
|
Assignment
and Assumption
|
(a) On
and as
of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor
all of its right, title and interest in the Specified Mortgage Loans and
all
rights and obligations related thereto as provided under the Agreement to
the
extent relating to the Specified Mortgage Loans, the Depositor hereby accepts
such assignment from MSMCI (the “First
Assignment and Assumption”),
and
the Seller hereby acknowledges the First Assignment and Assumption.
MSMCI
specifically reserves and does not assign to the Depositor hereunder any
and all
right, title and interest in, to and under and all obligations of MSMCI with
respect to any Mortgage Loans subject to the Agreement which are not the
Specified Mortgage Loans.
(b) On
and as
of the date hereof, immediately after giving effect to the First Assignment
and
Assumption, the Depositor hereby sells, assigns and transfers to the Trustee,
on
behalf of the Trust, all of its right, title and interest in the Specified
Mortgage Loans and all rights and obligations related thereto as provided
under
the Agreement to the extent relating to the Specified Mortgage Loans, and
the
Trustee, on behalf of the Trust, hereby accepts such assignment from the
Depositor (the “Second
Assignment and Assumption”),
and
the Seller hereby acknowledges the Second Assignment and
Assumption.
(c) On
and as
of the date hereof, MSMCI represents and warrants to the Depositor and the
Trustee that MSMCI has not taken any action that would serve to impair or
encumber the respective ownership interests of the Depositor and the Trustee
in
the Specified Mortgage Loans since the date of MSMCI’s acquisition of the
Specified Mortgage Loans.
2.
|
Recognition
of Trustee
|
(a) From
and
after the date hereof, both MSMCI and the Seller shall note the transfer
of the
Specified Mortgage Loans to the Trustee, in their respective books and records
and shall recognize the Trustee, on behalf of the Trust, as of the date hereof,
as the owner of the Specified Mortgage Loans, and Servicer shall service
the
Specified Mortgage Loans for the benefit of the Trust pursuant to the Agreement,
as modified hereby, the terms of which are incorporated herein by reference.
It
is the intention of the Seller, the Servicer, the Depositor, the Trustee
and
MSMCI that this Assignment shall be binding upon and inure to the benefit
of the
Depositor, the Trustee and MSMCI and their respective successors and
assigns.
(b) Without
in any way limiting the foregoing, the parties confirm that this Assignment
includes the rights relating to amendments or waivers under the Agreement.
Accordingly, the right of MSMCI to consent to any amendment of the Agreement
and
its rights concerning waivers as set forth in Sections 11.02 and 8.02 of
the
Amended Agreement shall be exercisable, to the extent any such amendment
or
waiver affects the Specified Mortgage Loans or any of the rights under the
Agreement with respect thereto (other than the servicing of the Specified
Mortgage Loans, which shall be enforced by the Master Servicer) by the Trustee
as assignee of MSMCI.
(c) 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 the 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 the date hereof
among the Depositor, the Master Servicer, Xxxxx Fargo Bank, National
Association, as securities administrator (the “Securities Administrator”) and
the Trustee (the “Pooling
and Servicing Agreement”),
(ii)
each of the representations, undertakings and agreements herein made on the
part
of 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 assignee shall be had solely to the assets of the Trust.
2
3.
|
Representations
and Warranties
|
(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 Seller or MSMCI other than those contained in the 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, MSMCI, Seller and Servicer hereto 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
Seller hereby makes, as of the Closing Date (as defined in the Pooling and
Servicing Agreement referred to below), the representations and warranties
set
forth in Section 3.01 of the Agreement, to and for the benefit of the Depositor,
the Trustee and the Trust, and by this reference incorporates such
representations and warranties herein, as of such Closing Date.
(e) The
Company hereby represents and warrants to the Assignee 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 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).
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 Agreement. Such rights will include,
without limitation, the right to terminate the Servicer under the Agreement
upon
the occurrence of an event of default thereunder, the right to receive all
remittances required to be made by the Servicer under the Agreement, the
right
to receive all monthly reports and other data required to be delivered by
the
Servicer under the Agreement, the right to examine the books and records
of the
Servicer, indemnification rights and the right to exercise certain rights
of
consent and approval of MSMCI. The Servicer shall make all distributions
under
the 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: 50989700, MSM 2007-5AX
3
The
Servicer shall deliver all reports required to be delivered under the Agreement
to the Master Servicer at the following address:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager, MSM 2007-5AX
Telecopier:
(000) 000-0000
5.
|
Amendments
to the Amended Agreement
|
The
parties to this Assignment hereby agree to amend the Amended Agreement as
follows:
(a) With
respect to the Specified Mortgage Loans, “Permitted Investments” shall mean 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 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) 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;
(vi) 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;
4
(vii) 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;
(viii) 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;
(ix) 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;
(x) 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 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
(xi) 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.
(b) The
definition of “Remittance Date” in Section 1.01 of the Amended Agreement is
hereby amended and restated in its entirety as follows:
5
“Remittance
Date:
The
18th day of each month (or, if such 18th day is not a Business Day, the
following Business Day).”
(c) The
definition of “Servicing Fee” in Section 1.01 of the Amended Agreement is hereby
amended and restated in its entirety as follows:
“The
Servicing Fee with respect to each Mortgage Loan for any calendar month (or
a
portion thereof) shall be 1/12 of the product of (i) the Scheduled Principal
Balance of the Mortgage Loan and (ii) the Servicing Fee Rate applicable to
such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of
the
same principal amount and period respecting which any related interest payment
on a Mortgage Loan is computed.”
(d) The
definition of “Servicing Fee Rate” in Section 1.01 of the Amended Agreement is
hereby amended and restated in its entirety as follows:
“Servicing
Fee Rate”:
With
respect to the adjustable rate Mortgage Loans, 0.250% per annum.”
(e) Subsection
3.02(d) of the Amended Agreement is hereby amended and restated in its entirety
as follows:
“As
of
the Closing Date, none of the Mortgage Loans are contractually past due by
more
than 30 days;”
(f) The
following paragraphs are hereby incorporated into the Amended Agreement at
the
end of Section 4.13:
“The
Seller 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 Seller 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.
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 Seller has agreed to indemnify and hold harmless the
Purchaser, or its designee, with respect to the imposition of any such
taxes.”
(g) The
second paragraph of Section 5.01 of the Amended Agreement is hereby amended
and
restated in its entirety as follows:
“With
respect to any remittance received by the Purchaser after the Business Day
on
which such payment was due, the Seller shall pay to the Purchaser interest
on
any such late payment at an annual rate equal to the Prime Rate, adjusted
as of
the date of each change, plus two percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall
be
deposited in the Custodial Account by the Seller on the date such late payment
is made and shall cover the period commencing with such Business Day on which
such payment was due and ending with the Business Day on which such payment
is
made, both inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date. The payment
by the
Seller of any such interest shall not be deemed an extension of time for
payment
or a waiver of any Event of Default by the Seller.”
6
(h) The
first
paragraph of Section 5.02 of the Amended Agreement is hereby amended and
restated in its entirety as follows:
“Not
later
than the 5th
Business
Day of each month (or if such 5th
day is
not a Business Day, the Business Day next succeeding such 5th
day),
the Seller shall furnish to the Master Servicer in electronic form mortgage
loan
level data as mutually agreed upon by the Seller and the Master Servicer
and the
monthly reports substantially in the form of Exhibit J attached hereto with
respect to the Mortgage Loans and the period from but including the first
day of
the preceding calendar month through but excluding the first day of such
month.”
(i) The
first
paragraph of Section 5.03 of the Amended Agreement is hereby amended and
restated in its entirety as follows:
“Not
later than the close of business on the Business Day preceding each Remittance
Date, the Seller shall either (a)
deposit in the Custodial Account from its own funds an amount equal to the
principal and interest portion of all Monthly Payments (with interest adjusted
to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans
during the applicable Due Period and which were delinquent at the close of
business on the immediately preceding Determination Date or which were deferred
pursuant to Section 4.01, (b) cause to be made an appropriate entry in
the records of the Custodial Account that amounts held for future distribution
have been, as permitted by this Section 5.03, used by the Seller in
discharge of any such Monthly Advance or (c) make Monthly Advances in the
form of any combination of (a) or (b) aggregating the total amount of Monthly
Advances to be made,
whether
or not deferred pursuant to Section 4.01, which were due on a Mortgage Loan
on
the immediately preceding Due Date and delinquent at the close of business
on
the related Determination Date.”
(j) The
word
“or” is deleted from the end of Section 8.01(vii), the word “or” is added at the
end of Section 8.01(viii) and the following paragraph is hereby incorporated
into the Amended Agreement as new Section 10.01(ix):
“(ix) failure
by the Seller to duly perform, within the required time period, its obligations
under Section
2.04 and Section 2.05 of the Reg AB Addendum
which
failure continues unremedied for a period of fourteen (14) days after the
date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Seller by any party to this Agreement or by
any
master servicer responsible for master servicing the Mortgage Loans pursuant
to
a securitization of such Mortgage Loans;”
(k) The
following paragraph is hereby incorporated into the Amended Agreement as
new
Section 11.19:
“Third
Party Beneficiary.
For
purposes of this Agreement, including but not limited to Section 2.04 and
Section 2.05, respectively, of the Reg AB Addendum, any Master Servicer shall
be
considered a third party beneficiary to this Agreement (including the Reg
AB
Addendum and any other amendments or modifications thereto) entitled to all
the
rights and benefits accruing to any Master Servicer herein as if it were
a
direct party to this Agreement.”
7
(l) Section
6.04 and Section 6.05 are hereby deleted from the Amended Agreement, it being
understood that they are superseded by Section 2.04 and Section 2.05,
respectively, of the Reg AB Addendum.
(m) The
second sentence in Section 8.01 of the Amended Agreement is hereby replaced
by
the following:
“On
or
after the receipt by the Seller of such written notice of termination, all
authority and power of the Seller, as servicer, under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested
in
the successor appointed pursuant to Section 11.01.”
(n) Exhibit
J
to the Amended Agreement is hereby replaced in its entirety with the Amended
and
Restated Exhibit J attached to this Assignment as Exhibit II.
6.
|
Amendments
to the Reg AB Addendum
|
(a) Section
2.03(h) of the Reg AB Addendum is amended to also require that written notice
provided pursuant to Section 2.03(f) shall be given in the form of Exhibit
C.
(b) The
phrase “March
1,
but in no event later than”
is
hereby deleted from the first line of each of Section 2.04 and Section 2.05
of
the Reg AB Addendum. In addition, the following text is added to each of
Section
2.04 and Section 2.05 of the Reg AB Addendum:
“The
obligations of the Seller under
this
Section apply to the Seller for any year in which the Seller during the prior
calendar year (or any portion thereof) serviced a Mortgage Loan pursuant
to this
Agreement, whether or not the Seller is acting as the servicer at the time
such
statement is required to be delivered.”
(c) Section
2.06(b) of the Reg AB Addendum is amended as follows:
1. The
first
paragraph of Section 2.06(b) is amended to insert the phrase “, the Master
Servicer, if any” after each occurrence of the phrase “the
Purchaser”.
2. The
last
sentence of the second paragraph of Section 2.06(b) is amended to insert
the
phrase “and the other certifications” after the phrase “any assessment of
compliance and attestation”.
(d) Section
2.07(a) of the Reg AB Addendum is amended as follows:
1. The
phrase “including but not limited to any Master Servicer” is inserted before the
phrase “responsible for the preparation,”.
2. The
clause “, affiliates” is inserted before the words “and agents of each of the
foregoing”.
(e) Section
2.07(b)(ii) of the Reg AB Addendum is amended to delete the phrase “which
continues unremedied
for ten calendar days after the date on which such information, report,
certification or accountants’ letter was required to be delivered”.
(f) Exhibit
B
to the Reg AB Addendum is replaced by Exhibit III hereto.
8
(g) Exhibit
C
to the Reg AB Addendum is replaced by Exhibit IV hereto.
7.
|
Continuing
Effect
|
Except
as
contemplated hereby, the Agreement shall remain in full force and effect
in
accordance with its terms.
8.
|
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.
9.
|
Notices
|
Any
notices or other communications permitted or required under the Agreement
to be
made to the Depositor, MSMCI, the Seller, the Servicer and the Trustee shall
be
made in accordance with the terms of the Agreement and shall be sent as
follows:
In
the
case of MSMCI:
Xxxxxx
Xxxxxxx Mortgage Capital Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-5AX
With
a
copy to:
Xxxxxx
Xxxxxxx & Co. Incorporated
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel’s Office
In
the
case of the Depositor:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-5AX
In
the
case of the Trustee:
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services MSM 2007-5AX
In
the
case of Wachovia and the Servicer:
9
Wachovia
Mortgage Corporation
000
Xxxxx
Xxxxx Xxxxxx
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Attention:
Xxxxxx Xxxxxx
With
a
copy to:
Wachovia
Mortgage Corporation
0000
Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx,
Xxxxx Xxxxxxxx 00000
Attention:
Xxx Xxxxxx
or
to
such other address as may hereafter be furnished by the Depositor and the
Trustee to the parties in accordance with the provisions of the
Agreement.
10.
|
Ratification
|
Except
as
modified and expressly amended by this Assignment, the Agreement is in all
respects ratified and confirmed, and all terms, provisions and conditions
thereof shall be and remain in full force and effect.
11.
|
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.
12.
|
Definitions
|
Any
capitalized term used but not defined in this Assignment has the same meaning
as
in the Agreement.
[SIGNATURE
PAGE FOLLOWS]
10
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment the day
and
year first above written.
XXXXXX
XXXXXXX MORTGAGE CAPITAL INC.
|
|
By:
/s/ Xxxxxxx Xxx
|
|
Name:
Xxxxxxx Xxx
|
|
Title:
Vice President
|
|
XXXXXX
XXXXXXX CAPITAL I INC.
|
|
By:
/s/ Xxxxxxx Xxx
|
|
Name:
Xxxxxxx Xxx
|
|
Title:
Vice President
|
|
WACHOVIA
MORTGAGE CORPORATION
|
|
By:
/s/ Xxxxxx Xxxxxx
|
|
Name:
Xxxxxx Xxxxxx
|
|
Title:
Vice President
|
|
Acknowledged
and Agreed:
|
XXXXX
FARGO BANK, NATIONAL
|
ASSOCIATION,
as Master Servicer
|
By:
/s/ Xxxxxxxx Xxxxx
|
Name:
Xxxxxxxx Xxxxx
|
Title:
Vice President
|
LASALLE
BANK, NATIONAL ASSOCIATION
|
as
Trustee of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-5AX
|
By:
/s/ Xxxx Xxxxx
|
Name:
Xxxx Xxxxx
|
Title:
Vice President
|
EXHIBIT
I
Mortgage
Loan Schedule
[see
Schedule A to Pooling and Servicing Agreement]
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 ($)
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
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
|
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
|
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
|
NY1
6035262v.4
Exhibit
IIC: 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
|
NY1
6035262v.4
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.
(h)
|
|
(i)
|
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.
|
(j)
|
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
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
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
|
EXHIBIT
III
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
|
|
General
Servicing Considerations
|
||
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)(i)
|
||
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 two 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
|
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
|
|||
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
|
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 two 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
|
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.
|
[WACHOVIA
MORTGAGE CORPORATION] [NAME OF SUBSERVICER]
|
Date:
______________________
|
By:
________________________
|
Name:
|
Title:
|
EXHIBIT
IV
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 [deal number] - SEC REPORT
PROCESSING
RE:
**Additional Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section [2.03(d)][2.03(e)][2.03(f)] of the Regulation AB
Compliance Addendum, dated as of April 17, 2006, as amended by the Assignment,
Assumption and Recognition Agreement dated as of [date] among Xxxxxx Xxxxxxx
Capital I Inc., as Depositor, Wachovia Mortgage Corporation, 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: