GSAA HOME EQUITY TRUST 2007-5 ASSET-BACKED CERTIFICATES SERIES 2007-5 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE FOR GSAA HOME EQUITY TRUST 2007-5...
EXECUTION
COPY
ASSET-BACKED
CERTIFICATES
SERIES
2007-5
among
GS
MORTGAGE SECURITIES CORP.,
as
Assignor
DEUTSCHE
BANK NATIONAL TRUST COMPANY, AS TRUSTEE
as
Assignee
and
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
as
Servicer
and
as acknowledged by
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Master Servicer
Dated
as of
April
30, 2007
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment
Agreement”)
is
made this 30th day of April, 2007, among Xxxxx Fargo Bank, National Association
(“Xxxxx
Fargo”),
a
national banking association (in such capacity, the “Servicer”),
GS
Mortgage Securities Corp., a Delaware corporation (the “Assignor”),
and
Deutsche Bank National Trust Company, not in its individual capacity, but solely
as trustee (in such capacity, the “Trustee”)
on
behalf of GSAA Home Equity Trust 2007-5 (the “Assignee”),
and
as acknowledged by Wells Fargo, as master servicer (in such capacity, the
“Master
Servicer”).
WHEREAS,
Xxxxxxx Xxxxx Mortgage Company (“GSMC”)
and
the Servicer have entered into (i) the Second Amended and Restated Master
Seller’s Warranties and Servicing Agreement, dated as of November 1, 2005, (ii)
the Assignment and Conveyance Agreement (05-W33), dated as of May 27, 2005,
(iii) the Assignment and Conveyance Agreement (06-W61), dated as of August
15, 2006
and (iv)
the Assignment and Conveyance Agreement (07-AM03), dated as of February 27,
2007
(collectively, the “Servicing
Agreement”)
pursuant to which the Servicer sold to GSMC certain mortgage loans listed on
the
mortgage loan schedule attached as an exhibit to the Servicing
Agreement;
WHEREAS,
GSMC has assigned and conveyed certain mortgage loans (the “Mortgage
Loans”),
which
Mortgage Loans are subject to the provisions of the Servicing Agreement, to
the
Assignor pursuant to an Assignment, Assumption and Recognition Agreement, dated
as of April 30, 2007, (the “GSMC
Assignment Agreement”);
WHEREAS,
the Assignee has agreed on certain terms and conditions to purchase from the
Assignor the Mortgage Loans acquired by the Assignor pursuant to the GSMC
Assignment Agreement, which Mortgage Loans are listed on the mortgage loan
schedule attached as Exhibit
A
hereto
(the “Mortgage
Loan Schedule”);
and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of April 1, 2007
(the “Trust
Agreement”),
among
the Depositor, Deutsche Bank National Trust Company, as a Trustee and as a
custodian, The Bank of New York Trust Company, National Association, as a
custodian, U.S. Bank National Association, as a custodian and Xxxxx Fargo,
as
Master Servicer, securities administrator and as a custodian, the Assignor
will
transfer the Mortgage Loans to the Assignee, together with the Assignor’s rights
under the Servicing Agreement, to the extent relating to the Mortgage Loans
(other than the rights of the Assignor to indemnification thereunder).
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) The
Assignor hereby assigns to the Assignee, as of the date hereof all of its right,
title and interest in and to the Mortgage Loans and the GSMC Assignment
Agreement (including without limitation the rights of GSMC under the Servicing
Agreement to the extent assigned to the Assignor under the GSMC Assignment
Agreement) from and after the date hereof, and the Assignee hereby assumes
all
of the Assignor’s obligations under the Servicing Agreement, to the extent
relating to the Mortgage Loans from and after the date hereof; the Servicer
hereby acknowledges such assignment and assumption and hereby agrees to the
release of the Assignor from any obligations under the Servicing Agreement
from
and after the date hereof, to the extent relating to the Mortgage
Loans.
1
(b) The
Assignor represents and warrants to the Assignee that the Assignor has not
taken
any action which would serve to impair or encumber the Assignor’s ownership
interest in the Mortgage Loans since the date of the Servicing
Agreement.
(c) The
Servicer and the Assignor shall have the right to amend, modify or terminate
the
Servicing Agreement without the joinder of the Assignee with respect to mortgage
loans not conveyed to the Assignee hereunder; provided,
however,
that
such amendment, modification or termination shall not affect or be binding
on
the Assignee.
2. Accuracy
of Servicing Agreement.
The
Servicer and the Assignor represent and warrant to the Assignee that (i)
attached as Exhibit
B
to the
GSMC Assignment Agreement is a true, accurate and complete copy of the Servicing
Agreement, (ii) the Servicing Agreement is in full force and effect as of the
date hereof, (iii) except as provided under the GSMC Assignment Agreement,
the
Servicing Agreement has not been amended or modified in any respect and (iv)
no
notice of termination has been given to the Servicer under the Servicing
Agreement. The Servicer, in its capacity as seller and/or servicer under the
Servicing Agreement, further represents and warrants that the representations
and warranties contained in Section 3.1 of the Servicing Agreement are true
and
correct as of the date hereto, and the representations and warranties regarding
the Mortgage Loans contained in Section 3.2 of the Servicing Agreement were
true
and correct as of the respective Closing Date.
3. Recognition
of Assignee.
(a) From
and
after the date hereof, the Servicer shall note the transfer of the Mortgage
Loans to the Assignee in its books and records, shall recognize the Assignee
as
the owner of the Mortgage Loans and, notwithstanding anything herein or in
the
Servicing Agreement to the contrary shall service all of the Mortgage Loans
for
the benefit of the Assignee pursuant to the Servicing Agreement (which, for
the
purposes of this sentence, does not include the Assignment and Conveyance
Agreement (05-W33) dated as of May 27, 2005 and the Assignment and Conveyance
Agreement (06-W61) dated as of August 15, 2006), the terms of which are
incorporated herein by reference. It is the intention of the Assignor, Servicer
and Assignee that the Servicing Agreement shall be binding upon and inure to
the
benefit of the Servicer and the Assignee and their successors and
assigns.
(b) The
Servicer further acknowledges that, from and after the date hereof, it (and
any
of its successors under the Servicing Agreement) will be subject to the
supervision of the Master Servicer and that the Master Servicer, acting on
behalf of the Trustee as the owner of the Mortgage Loans, shall have the same
rights as were assigned by GSMC, in its capacity as the original “Owner” under
the Servicing Agreement, to the Assignor under the GSMC Assignment Agreement,
and further assigned hereunder by the Assignor to the Trustee, on behalf of
the
Assignee. Such rights that the Master Servicer may enforce on behalf of the
Trustee will include, without limitation, the right to terminate the Servicer
under the Servicing 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 Servicing Agreement, the right to receive all monthly reports
and other data required to be delivered by the Servicer under the Servicing
Agreement and the right to exercise certain rights of consent and approval
relating to actions taken by the Servicer.
2
(c) All
reports and other data required to be delivered by the Servicer to the “Owner”
under the Servicing Agreement shall be delivered to the Master Servicer on
behalf of the Assignee, at the address set forth in Section 10 hereof. All
remittances required to be made to the Trustee, as the successor in interest
to
the Assignor under the Servicing Agreement, shall be made instead to the Master
Servicer by wire transfer to the following account:
Xxxxx
Fargo Bank, National Association
ABA
#: 000000000
For
credit to: SAS Clearing
Acct
#: 3970771416
FFC
to:
GSAA 2007-5 Acct # 53146000
(d) Notwithstanding
anything to the contrary in the Servicing Agreement, with respect to the
Mortgage Loans, not later than the tenth (10th)
calendar day of each month (or if such tenth (10th)
calendar day is not a Business Day, the immediately succeeding Business Day),
the Servicer shall furnish to the Master Servicer (i) (a) monthly loan data
in
the format set forth in Exhibit
B
hereto
(or in such other format mutually agreed-upon between the Servicer and the
Master Servicer), (b) default loan data in the format set forth in Exhibit
C
hereto
(or in such other format mutually agreed-upon between the Servicer and the
Master Servicer) and (c) information regarding realized losses and gains in
the
format set forth in Exhibit
D
hereto
(or in such other format mutually agreed-upon between the Servicer and the
Master Servicer), in each case relating to the period ending on the last day
of
the preceding calendar month, (ii) all such information required pursuant to
clause (i)(a) above on a magnetic tape, electronic mail, or other similar media
reasonably acceptable to the Master Servicer and (iii) all supporting
documentation with respect to the information required under the preceding
paragraph.
4. Representations
and Warranties of the Assignee.
The
Assignee hereby represents and warrants to the Assignor as follows:
(a) Decision
to Purchase.
The
Assignee 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 Assignor or the Servicer other than those contained in the Servicing
Agreement or this Assignment Agreement.
3
(b) Authority.
The
Assignee hereto represents and warrants that it is duly and legally authorized
to enter into this Assignment Agreement and to perform its obligations hereunder
and under the Servicing Agreement.
(c) Enforceability.
The
Assignee hereto represents and warrants that this Assignment Agreement 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 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).
5. Representations
and Warranties of the Assignor.
The
Assignor hereby represents and warrants to the Assignee as follows:
(a) Organization.
The
Assignor has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to enter into and perform its obligations under
the Servicing Agreement and this Assignment Agreement.
(b) Enforceability.
This
Assignment Agreement has been duly executed and delivered by the Assignor,
and,
assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a legal, valid, and binding agreement of the Assignor,
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting
creditors’ rights generally and to general principles of equity regardless of
whether enforcement is sought in a proceeding in equity or at law.
(c) No
Consent.
The
execution, delivery and performance by the Assignor of this Assignment Agreement
and the consummation of the transactions contemplated hereby do not require
the
consent or approval of, the giving of notice to, the registration with, or
the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof.
(d) Authorization;
No Breach.
The
execution and delivery of this Assignment Agreement have been duly authorized
by
all necessary action on the part of the Assignor; neither the execution and
delivery by the Assignor of this Assignment Agreement, nor the consummation
by
the Assignor of the transactions herein contemplated, nor compliance by the
Assignor with the provisions hereof, will conflict with or result in a breach
of, or constitute a default under, any of the provisions of the governing
documents of the Assignor or any law, governmental rule or regulation or any
material judgment, decree or order binding on the Assignor or any of its
properties, or any of the provisions of any material indenture, mortgage, deed
of trust, contract or other instrument to which the Assignor is a party or
by
which it is bound.
4
(e) Actions;
Proceedings.
There
are no actions, suits or proceedings pending or, to the knowledge of the
Assignor, threatened, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated
by
this Assignment Agreement or (ii) with respect to any other matter that in
the
judgment of the Assignor will be determined adversely to the Assignor and will
if determined adversely to the Assignor materially adversely affect its ability
to perform its obligations under this Assignment Agreement.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 5 shall survive delivery of the Mortgage Loan Documents to the Assignee
or its designee and shall inure to the benefit of the Assignee and its assigns
notwithstanding any restrictive or qualified endorsement or assignment. Upon
the
discovery by the Assignor or the Assignee and its assigns of a breach of the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties to this Assignment
Agreement, and in no event later than two (2) Business Days from the date of
such discovery. It is understood and agreed that the obligations of the Assignor
set forth in Section 6 to repurchase a Mortgage Loan constitute the sole
remedies available to the Assignee and its assigns on their behalf respecting
a
breach of the representations and warranties contained in this Section 5.
It
is
understood and agreed that the Assignor has made no representations or
warranties to the Assignee other than those contained in this Section 5, and
no
other affiliate of the Assignor has made any representations or warranties
of
any kind to the Assignee.
6. Repurchase
of Mortgage Loans.
(a) To
the extent that the Servicer is required under the Servicing Agreement or any
related agreement to which the Servicer and Assignor are parties to repurchase
any Mortgage Loan on account of an Early Payment Default, the Assignee shall
be
entitled as a result of the assignments hereunder to enforce such obligation
directly against the Servicer as required by and in accordance with the
Servicing Agreement or such related agreement, as applicable. For purposes
of
this Section, “Early Payment Default” shall mean any provision of the Servicing
Agreement or any related agreement to which the Servicer and Assignor are
parties that is designated as an “early payment default” provision of otherwise
provides for the repurchase of any Mortgage Loan in the event of a default
in
the first (of such other number as may be specified in such provision) scheduled
payment due under such Mortgage Loan after the closing or other date specified
in such agreement.
5
(b) Upon
discovery or notice of any breach by the Assignor of any representation,
warranty or covenant under this Assignment Agreement that materially and
adversely affects the value of any Mortgage Loan or the interest of the Assignee
therein (it being understood that any such defect or breach shall be deemed
to
have materially and adversely affected the value of the related Mortgage Loan
or
the interest of the Assignee therein if the Assignee incurs a loss as a result
of such defect or breach), the Assignee promptly shall request that the Assignor
cure such breach and if the Assignor does not cure such breach in all material
respects within ninety (90) days from the date on which it is notified of the
breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase
such Mortgage Loan from the Assignee at the Repurchase Price (as defined in
the
Servicing Agreement).
In
the
event the Servicer has breached a representation or warranty under the Servicing
Agreement that is substantially identical to, or covers the same matters as,
a
representation or warranty breached by the Assignor hereunder, the Assignee
shall first proceed against the Servicer. If the Servicer does not within ninety
(90) days after notification of the breach, take steps to cure such breach
(which may include certifying to progress made and requesting an extension
of
the time to cure such breach, as permitted under the Servicing Agreement) or
purchase the Mortgage Loan, the Assignee shall be entitled to enforce the
obligations of the Assignor hereunder to cure such breach or to purchase the
Mortgage Loan from the Trust. In such event, the Assignor shall succeed to
the
rights of the Assignee to enforce the obligations of the Servicer to cure such
breach or repurchase such Mortgage Loan under the terms of the Servicing
Agreement with respect to such Mortgage Loan. In the event of a repurchase
of
any Mortgage Loan by the Assignor, the Trustee shall promptly deliver to the
Assignor or its designee the related Mortgage File and shall assign to the
Assignor all of the Assignee’s rights under the Servicing Agreement, but only
insofar as the Servicing Agreement relate to such Mortgage Loan.
Except
as
specifically set forth herein, the Assignee shall have no responsibility to
enforce any provision of this Assignment Agreement, to oversee compliance
hereof, or to take notice of any breach or default thereof.
7. Termination;
Optional Clean-Up Call.
In
connection with the Trust Agreement, the Master Servicer hereby agrees to the
following obligations described below. For purposes of this Section 7 only,
any
capitalized term used but not defined in this Assignment Agreement has the
same
meaning assigned thereto in the Trust Agreement.
If
the
party with the optional call right elects to terminate the Trust Fund pursuant
to Sections 11.01 of the Trust Agreement, by no later than the 10th
day of
the month of the final distribution, the Master Servicer shall notify the
Trustee and the Securities Administrator of the final Distribution Date and
of
the applicable repurchase price of the Mortgage Loans and REO
Properties.
In
the
event such party purchases the Mortgage Loans (and REO Properties) pursuant
to
Section 11.01 of the Trust Agreement and pursuant to the Step 2 Assignment
Agreements, the Master Servicer is required thereunder to remit to the
Securities Administrator the applicable Termination Price on the Remittance
Date
immediately preceding the applicable final Distribution Date. Upon such final
deposit with respect to the Trust Fund and the receipt by the Securities
Administrator and the Custodians of a Request for Release therefor, the Master
Servicer shall direct the Custodians to release to the Master Servicer or its
designee the Custodial Files for the Mortgage Loans.
6
8. Continuing
Effect.
Except
as
contemplated hereby, the Servicing Agreement shall remain in full force and
effect in accordance with their respective terms.
9. Governing
Law.
THIS
ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
EACH
PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND
ALL
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON,
OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT AGREEMENT, OR
ANY
OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS
OF SUCH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER
INTO THIS ASSIGNMENT AGREEMENT.
10. Notices.
Any
notices or other communications permitted or required hereunder or under the
Servicing Agreement shall be in writing and shall be deemed conclusively to
have
been given if personally delivered at or mailed by registered mail, postage
prepaid, and return receipt requested or transmitted by telex, telegraph or
telecopier and confirmed by a similar mailed writing, to:
(a) in
the
case of the Servicer,
Xxxxx
Fargo Bank, National Association
1
Home
Campus, MAC #X2302-033
Des
Moines, Iowa 50328-0001
Attention:
Xxxx X. Xxxxx
Tel:
(000) 000-0000
Fax:
(000) 000-0000
with
a
copy to,
Xxxxx
Fargo Bank, National Association
1
Home
Campus, MAC #X2401-06T
Des
Moines, Iowa 50328-0001
Attention:
General Counsel
Tel:
000-000-0000
Fax:
(000) 000-0000
7
or
such
other address as may hereafter be furnished by the Servicer;
(b) in
the
case of the Master Servicer,
Xxxxx
Fargo Bank, National Association
P.O.
Box
98
Columbia,
Maryland 21046
Attention:
Client Manager - GSAA 2007-5
or
in the
case of overnight deliveries:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Columbia,
Maryland 21045
Attention:
Client Manager - GSAA 2007-5
or
such
address as may hereafter be furnished by the Master Servicer;
(c) in
the
case of the Trustee or the Assignee,
Deutsche
Bank National Trust Company
1761
East
St. Xxxxxx Place
Santa
Ana, California 92705-4934
Attention:
Trust Administration - GS0705
Tel.:
(000) 000-0000
or
such
other address as may hereafter be furnished by the Trustee or
Assignee.
11. Counterparts.
This
Assignment Agreement 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 Agreement has the
meaning assigned thereto in the Servicing Agreement or the Trust Agreement,
as
applicable.
13. Third
Party Beneficiary.
The
parties agree that the Master Servicer is intended to be, and shall have the
rights of, a third party beneficiary of this Assignment Agreement.
8
14. Trustee
Capacity.
It
is
expressly understood and agreed by the parties hereto that (a) this Assignment
Agreement is executed and delivered by Deutsche Bank National Trust Company,
not
individually or personally, but solely on behalf of GSAA Home Equity Trust
2007-5, in the exercise of the powers and authority conferred and vested in
it,
(b) each of the representations, undertakings and agreements by Deutsche Bank
National Trust Company but is made and intended for the purpose for binding
only
the GSAA Home Equity Trust 2007-5, (c) nothing herein contained shall be
construed as creating any liability on the part of Deutsche Bank National Trust
Company, individually or personally, to perform any covenant either express
or
implied contained herein, all such liability, if any, being expressly waived
by
the parties hereto, and by any person claiming by, through or under the parties
hereto and (d) under no circumstances shall Deutsche Bank National Trust Company
be personally liable for the payment of any indebtedness or expenses of the
GSAA
Home Equity Trust 2007-5 or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
GSAA
Home Equity Trust 2007-5 under this Agreement or any other related document
or
documents.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
GS
MORTGAGE SECURITIES CORP., as Assignor
|
||
|
|
|
By: | /s/ Xxxxxxxx Xxxx | |
Name: Xxxxxxxx Xxxx |
||
Title: Vice President |
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
not in its individual capacity but
solely
as Trustee
|
||
|
|
|
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx |
||
Title: Vice President |
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as Servicer
|
||
|
|
|
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx |
||
Title: Senior Vice President |
Acknowledged
and Agreed:
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Master
Servicer
By:
/s/
Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Vice President
EXHIBIT
A
Mortgage
Loan Schedule
[On
File
with the Securities Administrator as provided by the Depositor]
EXHIBIT
B
Standard
Loan Level File Layout - Master Servicing
|
|
|
|
||||||
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
||||
Each
file requires the following fields:
|
|
|
|
|
||||
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 20 digits
|
20
|
||||
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
||||
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
||||
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
||||
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
||||
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
||||
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
||||
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
||||
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
||||
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
||||
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
||||
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
||||
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
||||
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
||||
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
||||
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
65=Repurchase,70=REO
|
2
|
||||
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
Plus
the following applicable fields:
|
|
|
|
|||||
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
||||
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
|
||||
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach of
Representations and Warranties
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
EXHIBIT
C
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_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
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 ($)
|
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
|
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 xxxxxxxxx’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
|
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
D
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
Servicing Officer certification
*
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.
A-1
*
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 ( ).
|
A-2
Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date:
_______________
Phone:
______________________ Email Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION 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)
|
A-3
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)
|
A-4
Escrow
Disbursement Detail
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
||||||
A-5