ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This
is
an Assignment, Assumption and Recognition Agreement (this “AAR
Agreement”)
made
as of October 30, 2007, among HSBC Bank, National Association (the “Assignor”),
HSI
Asset Securitization Corporation (the “Assignee”),
Xxxxx
Fargo Bank, N.A. as master servicer (the “Master Servicer”), Deutsche Bank
National Trust Company (the “Trustee”)
not
individually but solely as trustee on behalf of the HSI Asset Loan Obligation
Trust 2007-2 and SunTrust Mortgage, Inc. (the “Company”).
In
consideration of the mutual promises contained herein the parties hereto agree
that the residential mortgage loans (the “Assigned
Loans”)
listed
on Attachment 1 annexed hereto (the “Assigned
Loan Schedule”)
purchased by Assignor from Company pursuant to the Master Mortgage Loan Purchase
and Servicing Agreement, dated as of November 1, 2006, between Assignor and
Company (the “Purchase Agreement”), shall be subject to the terms of this AAR
Agreement. Capitalized terms used herein but not defined shall have the meanings
ascribed to them in the Purchase Agreement.
Assignment
and Assumption
1. Assignor
hereby grants, transfers and assigns to Assignee all of the right, title
interest and obligations of Assignor in the Assigned Loans and, as they relate
to the Assigned Loans, all of its right, title, interest and obligations in,
to
and under the Purchase Agreement and Assignee hereby assumes all rights and
obligations with respect to the Assigned Loans under the Purchase Agreement.
Assignor specifically reserves and does not assign to Assignee any right title
and interest in, to or under any Mortgage Loans subject to the Purchase
Agreement other than those set forth on Attachment l. The Company shall service
the Assigned Loans in accordance with the Purchase Agreement as modified by
this
AAR Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that the
Assignee will transfer the Assigned Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this AAR
Agreement to HSI Asset Loan Obligation Trust 2007-2 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of October
1,
2007 (the “Pooling
Agreement”),
among
the Assignee as Depositor, the Trustee, the Master Servicer, Xxxxx Fargo Bank,
N.A. as Securities Administrator (the “Securities
Administrator”)
and
Xxxxx Fargo Bank, N.A. as custodian (the “Custodian”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Assigned Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations of
the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Assigned Loans and the Trust hereby
acknowledges that it has assumed such representations, warranties and covenants
and that any claim by the Company with respect thereto shall be made by written
notice to the Trustee, (iii) the Trust shall have all the rights and
remedies available to the Assignor, insofar as they relate to the Assigned
Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect
to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Assigned Loans, and (iv) all
references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as
they
relate to the enforcement of the representations, warranties and covenants
of
the Company) under the Purchase Agreement insofar as they relate to the Assigned
Loans, shall be deemed to refer to the Trust. The Company and the Assignor
shall
have the right to amend, modify, waive, or otherwise alter any of the terms
or
provisions of the Purchase Agreement without the joinder of the Assignee;
provided, however, that such amendment, modification, waiver or other alteration
shall not in any way affect the Assigned Loans or the Company’s performance
under the Purchase Agreement with respect to the Assigned Loans. The Company
acknowledges that Xxxxx Fargo Bank, N.A. has been appointed as the Master
Servicer of the Assigned Loans pursuant to this AAR Agreement and therefore
has
the right to enforce all obligations of the Company as they relate to the
Assigned Loans under the Purchase Agreement and this AAR
Agreement.
Representations;
Warranties and Covenants
3. Assignor
warrants and represents to Assignee, the Master Servicer, the Trust and Company
as of the date hereof:
a.
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Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the
date
hereof and the provisions of which have not been waived, amended
or
modified in any respect, nor has any notice of termination been given
thereunder;
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b.
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Assignor
is the lawful owner of the Assigned Loans with full right to transfer
the
Assigned Loans and any and all of its interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans,
free
and clear of any and all liens, claims and encumbrances; and upon
the
transfer of the Assigned Loans to Assignee as contemplated herein,
Assignee shall have good title to each and every Assigned Loan, as
well as
any and all of Assignor’s interests, rights and obligations under the
Purchase Agreement as they relate to the Assigned Loans, free and
clear of
any and all liens, claims and
encumbrances;
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c.
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Assignor
has not received notice of, and has no knowledge of, any offsets,
counterclaims or other defenses available to Company with respect
to the
Assigned Loans or the Purchase
Agreement;
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d.
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Assignor
is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation, and has all
requisite
power and authority to acquire, own and sell the Assigned
Loans;
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e.
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Assignor
has full power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated
by
this AAR Agreement is in the ordinary course of Assignor’s business and
will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor’s charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor
is
now a party or by which it is bound, or result in the violation of
any
law, rule, regulation, order, judgment or decree to which Assignor
or its
property is subject. The execution, delivery and performance by Assignor
of this AAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary action
on
the part of Assignor. This AAR Agreement has been duly executed and
delivered by Assignor and, upon the due authorization, execution
and
delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now
or
hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability
is
considered in a proceeding in equity or at
law;
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f.
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No
material consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required
to be
obtained or made by Assignor in connection with the execution, delivery
or
performance by Assignor of this AAR Agreement, or the consummation
by it
of the transactions contemplated hereby;
and
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g.
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There
is no action, suit, proceeding, investigation or litigation pending
or, to
Assignor’s knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Assignor, would adversely affect
Assignor’s execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignor’s ability to perform its obligations under this
AAR Agreement.
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4. Assignee
warrants and represents to, and covenants with, Assignor, the Master Servicer,
the Trust and Company as of the date hereof:
a.
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Assignee
is duly organized, validly existing and in good standing under the
laws of
the jurisdiction of its organization and has all requisite power
and
authority to acquire and own the Assigned
Loans;
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b.
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Assignee
has full power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated
by
this AAR Agreement is in the ordinary course of Assignee’s business and
will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee’s organizational
documentation or
any legal restriction, or any material agreement or instrument to
which
Assignee is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree
to which
Assignee or its property is subject. The execution, delivery and
performance by Assignee of this AAR Agreement and the consummation
by it
of the transactions contemplated hereby, have been duly authorized
by all
necessary action on the part of Assignee. This AAR Agreement has
been duly
executed and delivered by Assignee and, upon the due authorization,
execution and delivery by Assignor and Company, will constitute the
valid
and legally binding obligation of Assignee enforceable against Assignee
in
accordance with its terms except as enforceability may be limited
by
bankruptcy, reorganization, insolvency, moratorium or other similar
laws
now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability
is
considered in a proceeding in equity or at
law;
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c.
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No
material consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required
to be
obtained or made by Assignee in connection with the execution, delivery
or
performance by Assignee of this AAR Agreement, or the consummation
by it
of the transactions contemplated hereby;
and
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d.
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There
is no action, suit, proceeding, investigation or litigation pending
or, to
Assignee’s knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Assignee, would adversely affect
Assignee’s execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee’s ability to perform its obligations under this
AAR Agreement.
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5. Company
warrants and represents to, and covenants with, Assignor, the Trust, the Master
Servicer and Assignee as of the date hereof:
a.
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Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the
date
hereof and the provisions of which have not been waived, amended
or
modified in any respect as to the Assigned Loans, nor has any notice
of
termination been given thereunder;
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b.
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Company
is duly organized, validly existing and in good standing under the
laws of
the jurisdiction of its incorporation, and has all requisite power
and
authority to perform its obligations under the Purchase
Agreement;
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c.
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Company
has full corporate power and authority to execute, deliver and perform
its
obligations under this AAR Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated
by
this AAR Agreement is in the ordinary course of Company’s business and
will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Company’s organizational documentation or any
legal restriction, or any material agreement or instrument to which
Company is now a party or by which it is bound, or result in the
violation
of any law, rule, regulation, order, judgment or decree to which
Company
or its property is subject. The execution, delivery and performance
by
Company of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary corporate action on the part of Company. This AAR Agreement
has
been duly executed and delivered by Company, and, upon the due
authorization, execution and delivery by Assignor and Assignee, will
constitute the valid and legally binding obligation of Company,
enforceable against Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating
to
creditors’ rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding
in
equity or at law;
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d.
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No
consent, approval, order or authorization of, or declaration, filing
or
registration with, any governmental entity is required to be obtained
or
made by Company in connection with the execution, delivery or performance
by Company of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby;
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e.
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There
is no action, suit, proceeding, investigation or litigation pending
or, to
Company’s knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Company, would adversely affect
Company’s execution or delivery of, or the enforceability of, this AAR
Agreement, or the Company’s ability to perform its obligations under this
AAR Agreement; and
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f.
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Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee, the Master
Servicer and the Trust, that the representations and warranties set
forth
in Section 7.01 and 7.02 of the Purchase Agreement (except for those
representations and warranties contained in Sections 7.02(iii), (iv),
(xvii) (only with respect to delinquencies regarding the related
Mortgage
Loan and the condition of the related Mortgaged Property), (xix)
(only
with respect to encroachments and violations of applicable zoning
law,
regulations and ordinances as they relate to the condition of the
related
Mortgaged Property after the related Closing Date), (xxiii), (xxxii)
and
(xli) therein), are true and correct as of the date hereof, except
that
the representation and warranty set forth in Section 7.02(i) shall,
for
purposes of this AAR Agreement, relate to the Assigned Loan Schedule
attached hereto.
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6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Assignee and the Company
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Section 5 hereof
shall be as set forth in Subsection 7.03 of the Purchase Agreement as if they
were set forth herein (including without limitation the repurchase and indemnity
obligations set forth therein).
7. In
connection with the transfer of the Assigned Loans hereunder, the Company agrees
that, from and after the date hereof, each Assigned Loan transferred hereunder
will be subject to, and serviced under, the Purchase Agreement, provided that,
solely with respect to the Assigned Loans, the following modifications shall
be
made (all capitalized terms used below shall have the meanings assigned to
such
terms by this AAR Agreement and such terms shall be incorporated into the
Purchase Agreement to the extent such terms are not already defined
therein):
(i) Section
1
of the Purchase Agreement shall be amended so that the definition of Eligible
Account is deleted in its entirely and replaced with the following: “Either (i)
an account maintained with a federal or state-chartered depository institution
or trust company, (ii) an account maintained with the corporate trust department
of a federal depository institution or state-chartered depository institution
subject to regulations regarding fiduciary funds on deposit similar to Title
12
of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case,
has corporate trust powers and is acting in its fiduciary capacity or (iii)
any
other account acceptable to each rating agency; provided that an Eligible
Account must at all time hold Permitted Investments; provided, further, that
if
any account maintained pursuant to this Agreement no longer complies with this
definition of Eligible Account, then such account shall promptly (and in any
case within 30 calendar days) be transferred to an Eligible Account. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the servicer.”
(ii)
Section
1
of the Purchase Agreement is amended so that the following definition of
Permitted Investments is added thereto; “Permitted Investments: Any one or more
of the following obligations or securities acquired at a purchase price of
not
greater than par, regardless of whether issued by the Servicer or any of its
respective affiliates:
i.
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direct
obligations of, or obligations fully guaranteed as to timely payment
of
principal and interest by, the United States or any agency or
instrumentality thereof, provided such obligations are backed by
the full
faith and credit of the United
States;
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ii.
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demand
and time deposits in, certificates of deposit of, or bankers’ acceptances
(which shall each have an original maturity of not more than 90 days
and,
in the case of bankers’ acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than
30
days) denominated in United States dollars and issued by, any depository
institution and rated F1+ by Fitch, A-1+ by Standard & Poor’s and P-1
by Moody’s;
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iii.
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repurchase
obligations with respect to any security described in clause (i)
above
entered into with a depository institution (acting as
principal);
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iv.
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securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any
state
thereof and that are rated by Fitch, Moody’s and Standard & Poor’s,
and by each other rating agency that rates such securities, in its
highest
long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such
investment;
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v.
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commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified
date not
more than 30 days after the date of acquisition thereof) that is
rated by
Fitch, Moody’s and Standard & Poor’s, and by each other rating agency
that rates such securities, in its highest short-term unsecured debt
rating available at the time of such
investment;
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vi.
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units
of money market funds, including money market funds managed by the
Servicer or an Affiliate thereof, that have been rated “Aaa” by Moody’s,
“AAA” by Standard & Poor’s and, if rated by Fitch, “AAA” by Fitch;
and
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vii.
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if
previously confirmed in writing to the Servicer, any other demand,
money
market or time deposit, or any other obligation, security or investment,
as may be acceptable to each of the rating agencies as a permitted
investment of funds backing “Aaa” or “AAA” rated securities; provided,
however, that no instrument described hereunder shall evidence either
the
right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments
derived from obligations underlying such instrument and the interest
and
principal payments with respect to such instrument provide a yield
to
maturity at par greater than 120.00% of the yield to maturity at
par of
the underlying obligations.
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provided
that, for all investments permitted in (i) through (vi) above with terms greater
than 60 days, if the depository institution’s short-term rating falls below
“A-1” (or below “A+” if it has no short-term rating), the account must be moved
within 60 days to another depository institution that has a short term-rating
of
at least “A-1” (or “A+” or higher if it has no short-term rating).
(iii) Section
13.03(d) shall be amended so that “If so requested by the Purchaser, any Master
Servicer or any Depositor” in the first sentence thereof shall be
deleted;
(iv) Section
13.03 shall be amended so that the following paragraph shall be added as a
new
Section 13.03(i) immediately after section 13.03(h); “The Company shall provide
to the Purchaser, any Master Servicer and any Depositor, evidence of the
authorization of the person signing any certification or statement, copies
or
other evidence of fidelity bond insurance policy and errors and omissions
insurance policy, financial information and reports, and such other information
related to the Company’s or any Subservicer or the Company or such Subservicer’s
performance hereunder as may be reasonably requested by the Purchaser, the
Master Servicer or any Depositor.”;
(v) Section
13.05(a)4 shall be amended so that “if requested by the Purchaser or any
Depositor not later than February 1 of the calendar year in which such
certification is to be delivered,” in the first sentence thereof shall be
deleted;
(vi) Section
14.04 shall be amended so that (a) the reference to the “Purchaser” in the first
sentence thereof will be changed to “the Master Servicer, the Depositor and the
Securities Administrator and with written notice to the Trustee”; and (b) the
reference to “Purchaser” in the second sentence there of will be changed to
“Master Servicer and Securities Administrator”;
(vii) Section
14.05 shall be amended so that approval for any transferring of servicing must
be provided in writing by the Master Servicer, the Depositor, the Securities
Administrator and written notice must be provided to the Trustee in order for
such transfer to become effective;
(viii) Section
15.01 shall be amended so that all references to the “Purchaser” shall be
changed to “Master Servicer”;
(ix) Sections
15.02, 16 and 17 shall be amended so that any references to the “Purchaser”
shall be changed to “Master Servicer”; and Section 16 shall be further amended
so that the following is added at the end of the second sentence in the first
paragraph: “provided,
however, that
no
such compensation shall be in excess of that permitted by the Servicer under
this Agreement”
(x) Exhibit
7
to the Purchase Agreement shall be amended so that the phrase “[SELLER] in trust
for the Purchaser and various Mortgagors, Fixed and Adjustable Rate Mortgage
Loans” is deleted from the third and fourth line in the first sentence and
replaced with “In trust for the trustee on behalf of HSI Asset Loan Obligation
Trust 2007-2 for the benefit of the certificateholders”;
(xi) Section
11.01 of Exhibit 9 shall be amended so that (a) the reference to “Purchaser” in
the fifth line of the second paragraph thereof shall be replaced with “the
Master Servicer or the Trustee for the benefit of the holders of any security
issued by the Trust” and (b) the phrase “effect an exchange or reissuance of
such Mortgage Loan under Section 1001 of the Code and cause either any REMIC
designation made in connection with a Pass-Through Transfer to fail to qualify
as a REMIC under the Code or the imposition of any tax on ‘prohibited
transactions’ or ‘contributions after the startup day’ under the REMIC
provisions of the Code” shall be added after the word “principal” in the ninth
line of the second paragraph thereof;
(xii) Section
11.03 of Exhibit 9 shall be amended so that the following shall be added as
the
last paragraph thereof:
“In
the
event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
such property shall be disposed of by the Seller, with the consent of the
trustee as required pursuant to this Agreement, within two (2) years after
becoming an REO Property, unless the Seller provides to the trustee and the
Securities Administrator under such REMIC an opinion of counsel to the effect
that the holding of such REO Property subsequent to two (2) years after its
becoming REO Property, will not result in the imposition of taxes on “prohibited
transactions” as defined in Section 860F of the Code, or cause the
transaction to fail to qualify as a REMIC at any time that certificates are
outstanding. The Seller shall manage, conserve, protect and operate each such
REO Property for the certificateholders solely for the purpose of its prompt
disposition and sale in a manner which does not cause such property to fail
to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code, or any “net income from foreclosure property” which is subject to
taxation under the REMIC provisions of the Code. Pursuant to its efforts to
sell
such property, the Seller shall either itself or through an agent selected
by
the Seller, protect and conserve such property in the same manner and to such
an
extent as is customary in the locality where such property is located.
Additionally, the Seller shall provide the Purchaser or any master servicer
with
information sufficient to perform the tax withholding and reporting related
to
Sections 1445 and 6050J of the Code.”
(xiii) Section
11.05 of Exhibit 9 shall be amended so that the phrase “in excess of the
Purchase Price” shall be added after the word “thereon” in the second line of
subsection (xvi);
(xiv) Section
11.09 of Exhibit 9 shall be amended so that any consent for the transfer of
the
Custodial Account or Escrow Account must be obtained from the Master Servicer
and the Depositor;
(xv) Section
11.13 of Exhibit 9 shall be amended as follows:
(a) the
first
paragraph shall be deleted in its entirety and replaced with the following
“This
Section shall apply only to REO Properties acquired for the account of the
Trustee and shall not apply to any REO Property relating to a Mortgage Loan
which was purchased or repurchased from the Trustee pursuant to any provision
hereof. In the event that title to any such REO Property is acquired, the deed
or certificate of sale shall be issued to the Trust, or if not permitted by
law,
to the Trustee, or its nominee for the benefit of the holders of any security
issued by the Trust.” and
(b) the
following shall be added as the first sentence to second paragraph, “the
Servicer shall manage, conserve, protect and operate each REO Property for
the
Trustee solely for the purpose of its prompt disposition and sale.”
(xvi) Sections
11.14, 11.17, 11.18 and 11.22 of Exhibit 9 shall be amended so all references
to
“Purchaser” made in connection with the provision of any notice, the disposition
of any funds or the requirement of any consent shall be changed to references
to
the “Master Servicer”;
(xvii) Section
11.15 of Exhibit 9 shall be deleted in its entirety and replaced with the
following:
Subsection
11.15 Remittance
Reports.
(i) No
later
than the fifth Business Day of each month, the Servicer shall furnish to the
Master Servicer or its designee an electronic file containing, and a hard copy
of, (i) a monthly remittance advice in the form of Exhibit A-1 attached to
the
related Assignment, Assumption and Recognition Agreement, (ii) a delinquency
report in the form of Exhibit A-2 attached to the related Assignment, Assumption
and Recognition Agreement, and (iii) a realized loss report in the form of
Exhibit A-3 attached to the related Assignment, Assumption and Recognition
Agreement, such information in each case to be as of the latest Due Period
and
provided in the form of the applicable exhibit or in such other form as agreed
between the Servicer and the Master Servicer, together with such other
information with respect to the Loans as the Master Servicer may reasonably
require to allocate distributions made pursuant to this Agreement and to provide
appropriate statements in connection therewith.
The
Servicer shall modify the electronic file as requested by the Master Servicer
from time to time to satisfy any reporting needs which may arise because of
regulatory or legal requirements.
On
the
Business Day following each Determination Date, the Servicer shall deliver
to
the Master Servicer or its designee by telecopy (or by such other means as
the
Servicer and the Master Servicer may agree from time to time) an electronic
file
containing, and a hard copy of, the determination data with respect to the
related Distribution Date, together with such other information with respect
to
the Mortgage Loans as the Master Servicer may reasonably require to allocate
distributions made pursuant to this Agreement and provide appropriate statements
with respect to such distributions.
(xviii) Section
11.16 of Exhibit 9 shall be deleted in its entirety and replaced with the
following:
Subsection
11.16 Statements
to the Master Servicer.
Upon
request the Servicer shall forward to the Master Servicer or its designee a
statement prepared by the Servicer setting forth the status of the Custodial
Account as of the close of business on such Distribution Date and showing,
for
the period covered by such statement sufficient detail to as to allow the Master
Servicer to determine that the account has been properly balanced and
funded.
In
addition, not more than 60 days after the end of each calendar year, the
Servicer shall furnish to each Person who was the Master Servicer at any time
during such calendar year, (i) as to the aggregate of remittances for the
applicable portion of such year, an annual statement in accordance with the
requirements of applicable federal income tax law, and (ii) listing of the
principal balances of the Mortgage Loans outstanding at the end of such calendar
year.
The
Servicer shall prepare and file any and all tax returns, information statements
or other filings required to be delivered to any governmental taxing authority
or to the Master Servicer pursuant to any applicable law with respect to the
Mortgage Loans and the transactions contemplated hereby. In addition, the
Servicer shall provide the Master Servicer with such information concerning
the
Mortgage Loans as is necessary for the Master Servicer to prepare its federal
income tax return as the Master Servicer may reasonably request from time to
time.
(xix) Section
11.25 shall be amended so that references to the “Purchaser” in the last
sentence thereof are changed to “the Depositor, the Master Servicer and the
Trustee”.
8. Notwithstanding
any term hereof to the contrary, the execution and delivery of this AAR
Agreement by the Trustee is solely in its capacity as trustee for the Trust
and
not individually, and any recourse against the Trustee in respect of any
obligations it may have under or pursuant to the terms of this AAR Agreement
shall be limited solely to the assets it may hold as trustee of the Trust.
It is
expressly understood and agreed by the parties hereto that (i) this AAR
Agreement is executed and delivered by the Trustee, not individually or
personally but solely as trustee on behalf of the Trust, in the exercise of
the
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements by the Assignee is made and
intended for the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability on the part of the
Trustee, individually or personally, to perform any covenant (either express
or
implied) contained herein, and all such liability, if any, is hereby expressly
waived by the parties hereto, and such waiver shall bind any third party making
a claim by or through one of the parties hereto, and (iv) under no circumstances
shall the Trustee be personally liable for the payment of any indebtedness
or
expenses of the Trust (including, but not limited to, any amounts to be paid
under the Purchase Agreement), or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Trust
under this AAR Agreement, the Pooling Agreement or any related
document.
Miscellaneous
9. All
demands, notices and communications related to the Assigned Loans, the
Agreements and this AAR Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered or mailed by registered mail,
postage prepaid, as follows:
a. In
the
case of Company,
SunTrust
Mortgage, Inc.
0000
Xxxxxx Xxxxxx
Xxxxxx
Xxxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Vice President - Investor Services
with
copy
to:
SunTrust
Mortgage, Inc.
000
Xxxxxx Xxxxxx
XXX-0000
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Counsel - Capital Markets
b. In
the
case of Assignor,
HSBC
Bank
USA, National Association
Re:
HALO
2007-2
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
ABS/MBS Structured Finance
c. In the
case
of Assignee (or the Trust),
Re:
HALO
2007-2
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
ABS/MBS Structured Finance
c. In the
case
of Trustee,
Deutsche
Bank National Trust Company
0000
Xx.
Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
Attention:
Trust Administration - HB07A2
d. In
the
case of the Master Servicer:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx,
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager - HALO 2007-2
e. In
the
case of the Securities Administrator:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx,
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Manager - HALO 2007-2
10. This
AAR
Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
11. No
term
or provision of this AAR Agreement may be waived or modified unless such waiver
or modification is in writing and signed by the party against whom such waiver
or modification is sought to be enforced.
12. This
AAR
Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be
merged or consolidated shall without the requirement for any further writing,
be
deemed Assignor, Assignee or Company, respectively hereunder.
13. This
AAR
Agreement shall survive the conveyance of the Assigned Loans as contemplated
in
this AAR Agreement.
14. This
AAR
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
15. In
the
event that any provision of this AAR Agreement conflicts with any provision
of
the Purchase Agreement with respect to the Assigned Loans, the terms of this
AAR
Agreement shall control.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
the
parties hereto have executed this AAR Agreement as of the day and year first
above written.
HSBC
BANK USA, NATIONAL ASSOCIATION,
as
Assignor
By:
/s/
Xxxxx Shah______________________
Name:
Xxxxx Xxxx
Title: Officer
#15567
By:
/s/
Xxxxxx Lenox____________________
Name:
Xxxxxx Xxxxx
Title:
Vice President
SUNTRUST
MORTGAGE, INC.
By:
/s/
Xxxxxxx Xxxxxx-Foreman____________
Name:
Xxxxxxx Xxxxxx-Xxxxxxx
Title:
Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee
By:
/s/
Hang Luu________________________
Name:
Hang Xxx
Title:
Authorized Signer
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
By:
/s/
Xxxxxx Reed______________________
Name:
Xxxxxx Xxxx
Title:
Vice President
ATTACHMENT
1
ASSIGNED
LOAN SCHEDULE
[ON
FILE WITH HSBC]
ATTACHMENT
2
PURCHASE
AGREEMENT
[ON
FILE WITH HSBC]
EXHIBIT
A-1
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 ($)
|
11
|
A-1-1
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Plus
the following applicable fields:
|
|
|
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
A-1-2
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
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
|
A-1-3
EXHIBIT
A-2
Exhibit : Standard File Layout - Delinquency Reporting |
*The
column/header names in bold
are
the minimum fields Xxxxx Fargo must receive from every
Servicer
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
A-2-1
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
||||
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
||||
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
||||
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
||||
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
||||
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
||||
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|||
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|||
If
applicable:
|
|
|
||||
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
|||||
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this
cycle.
|
|||||
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
||||
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
||||
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
||||
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|||
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
||||
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|||
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
||||
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|||
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
||||
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|||
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
||||
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|||
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
||||
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|||
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
||||
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|||
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
||||
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
||||
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|||
MOTION_FOR_RELIEF_DATE | The date the Motion for Relief was filed | 10 | MM/DD/YYYY | |||
FRCLSR_BID_AMT | The foreclosure sale bid amount | 11 | No commas(,) or dollar signs ($) | |||
FRCLSR_SALE_TYPE | The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA |
A-2-2
REO_PROCEEDS
|
The
net proceeds from the sale of the REO property.
|
|
No
commas(,) or dollar signs ($)
|
BPO_DATE
|
The
date the BPO was done.
|
|
|
CURRENT_FICO
|
The
current FICO score
|
|
|
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
HAZARD_CLAIM_PAID_DATE
|
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_PAID_AMT
|
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
ACTION_CODE
|
Indicates
loan status
|
Number
|
|
NOD_DATE
|
|
|
MM/DD/YYYY
|
NOI_DATE
|
|
|
MM/DD/YYYY
|
ACTUAL_PAYMENT_PLAN_START_DATE
|
|
|
MM/DD/YYYY
|
ACTUAL_PAYMENT_
PLAN_END_DATE
|
|
|
|
ACTUAL_REO_START_DATE
|
|
|
MM/DD/YYYY
|
REO_SALES_PRICE
|
|
|
Number
|
REALIZED_LOSS/GAIN
|
As
defined in the Servicing Agreement
|
|
Number
|
Exhibit 2: Standard File Codes - Delinquency Reporting |
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
·
|
ASUM-
|
Approved
Assumption
|
|
·
|
BAP-
|
Borrower
Assistance Program
|
|
·
|
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
|
A-2-3
·
|
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
|
A-2-4
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued |
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
A-2-5
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued |
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
X-0-0
XXXXXXX
X-0
Exhibit
: Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an Amortization Schedule from date of default through liquidation
breaking
out the net interest and servicing fees advanced is
required.
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the
net
interest and servicing fees advanced is
required.
|
4-12.
|
Complete
as applicable. Required
documentation:
|
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all
payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and
WFB’s approved Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13.
|
The
total of lines 1 through 12.
|
A-3-1
Credits:
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow
Agent / Attorney
Letter
of
Proceeds
Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332 form
22.
|
The
total of lines 14 through 21.
|
Please
Note:
|
For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b)
for Part B/Supplemental proceeds.
|
Total
Realized Loss (or Amount of Any Gain)
23.
|
The
total derived from subtracting line 22 from 13. If the amount represents
a
realized gain, show
the amount in parenthesis ( ).
|
A-3-2
Exhibit 3A: Calculation of Realized Loss/Gain Form 332 |
Prepared
by: __________________ Date:
_______________
Phone:
______________________ Email Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$_______________
|
(1)
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
Cash
for Keys__________________________
|
________________
|
(12)
|
|
HOA/Condo
Fees_______________________
|
________________
|
(12)
|
|
______________________________________
|
________________
|
(12)
|
|
Total
Expenses
|
$_____________
|
(13)
|
|
Credits:
|
|||
(14)
|
Escrow
Balance
|
$_______________
|
(14)
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
HUD Part A
|
________________
|
(18b)
HUD Part B
|
A-3-3
(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-3-4
Escrow
Disbursement Detail
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
A-3-5