ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Exhibit
99.11a
EXECUTION
VERSION
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”),
dated as of October 1, 2007 is entered into among Xxxxxx Xxxxxxx Capital I
Inc.,
a Delaware corporation (the “Depositor”), Xxxxxx Xxxxxxx Mortgage Capital
Holdings LLC, successor-in-interest by merger to Xxxxxx Xxxxxxx Mortgage Capital
Inc. (“MSMCH”), Xxxxxx Xxxxxxx Credit Corporation as seller (in such
capacity, the “Seller”) and servicer (in such capacity, the
“Servicer”), and acknowledged by LaSalle Bank National Association, as
trustee (the “Trustee”) of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-14AR
(the “Trust”), and Xxxxx Fargo Bank, National Association, as master
servicer (or any successor master servicer, the “Master Servicer”).
RECITALS
WHEREAS
MSMCH, the Seller and the Servicer have entered into a certain Third Amended
And
Restated Master Mortgage Loan Purchase Agreement, dated as of November 1, 2005
(as amended or modified to the date hereof, the “Purchase Agreement”) and
a certain Amended and Restated Master Servicing Agreement, dated as of February
1, 2004 (as amended or modified to the date hereof, the “Servicing
Agreement” and, together with the Initial Purchase Agreement and the
Purchase Agreement, the “Agreements”), pursuant to which MSMCH has
acquired certain Mortgage Loans pursuant to the terms of the Agreements and
the
Servicer has agreed to service such Mortgage Loans pursuant to the terms of
the
Agreements;
WHEREAS
the Depositor has agreed, on the terms and conditions contained herein, to
purchase from MSMCH certain of the Mortgage Loans (the “Specified Mortgage
Loans”) which are subject to the provisions of the Agreements and are listed
on the mortgage loan schedule attached as Exhibit I hereto (the “Specified
Mortgage Loan Schedule”) in accordance with the provisions of the Agreements
as modified hereby; and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms and conditions
contained herein, to purchase from the Depositor the Specified Mortgage
Loans;
NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties agree as follows:
1.
|
Assignment
and Assumption
|
(a) On
and of
the date hereof, MSMCH hereby sells, assigns and transfers to the Depositor
all
of its right, title and interest in the Specified Mortgage Loans and all rights
and obligations related thereto as provided under the Agreements to the extent
relating to the Specified Mortgage Loans, the Depositor hereby accepts such
assignment from MSMCH (the “First Assignment and Assumption”), and the
Seller hereby acknowledges the First Assignment and Assumption.
MSMCH
specifically reserves and does not assign to the Depositor hereunder any and
all
right, title and interest in, to and under and all obligations of MSMCH with
respect to any Mortgage Loans subject to the Agreements which are not the
Specified Mortgage Loans.
(b) On
and of
the date hereof, immediately after giving effect to the First Assignment and
Assumption, the Depositor hereby sells, assigns and transfers to the Trustee,
on
behalf of the Trust, all of its right, title and interest in the Specified
Mortgage Loans and all rights and obligations related thereto as
provided
under the Agreements to the extent relating to the Specified Mortgage Loans,
and
the Trustee, on behalf of the Trust, hereby accepts such assignment from the
Depositor (the “Second Assignment and Assumption”), and the Seller hereby
acknowledges the Second Assignment and Assumption.
(c) On
and as
of the date hereof, MSMCH represents and warrants to the Depositor and the
Trustee that MSMCH has not taken any action that would serve to impair or
encumber the respective ownership interests of the Depositor and the Trustee
in
the Specified Mortgage Loans.
2.
|
Recognition
of Trustee
|
(a) From
and
after the date hereof, both MSMCH and the Seller shall note the transfer of
the
Specified Mortgage Loans to the Trustee, in their respective books and records
and shall recognize the Trustee, on behalf of the Trust, as of the date hereof,
as the owner of the Specified Mortgage Loans, and Servicer shall service the
Specified Mortgage Loans for the benefit of the Trust pursuant to the Servicing
Agreement, the terms of which are incorporated herein by
reference. It is the intention of the Seller, the Servicer, the
Depositor, the Trustee and MSMCH that this Assignment shall be binding upon
and
inure to the benefit of the Depositor, the Trustee and MSMCH and their
respective successors and assigns.
(b) Without
in any way limiting the foregoing, the parties confirm that this Assignment
includes the rights relating to amendments or waivers under the
Agreements. Accordingly, the right of MSMCH to consent to any
amendment of the Agreement and its rights concerning waivers as set forth in
Section 16 of the Purchase Agreement and Section 12.02 of the Servicing
Agreement shall be exercisable, to the extent any such amendment or waiver
affects the Specified Mortgage Loans or any of the rights under the Agreements
with respect thereto (other than the servicing of the Specified Mortgage Loans,
which shall be enforced by the Master Servicer) by the Trustee as assignee
of
MSMCH.
(c) It
is
expressly understood and agreed by the parties hereto that (i) this Assignment
is executed and delivered by LaSalle Bank National Association, not individually
or personally but solely on behalf of the Trust, as the assignee, in the
exercise of the powers and authority conferred and vested in it, as Trustee,
pursuant to the Pooling and Servicing Agreement dated as of the date hereof
among the Depositor, the Master Servicer, Xxxxx Fargo Bank, National
Association, as securities administrator, and the Trustee (the “Pooling and
Servicing Agreement”), (ii) each of the representations, undertakings and
agreements herein made on the part of assignee is made and intended not as
personal representations, undertakings and agreements by LaSalle Bank National
Association but is made and intended for the purpose of binding only the Trust,
(iii) nothing herein contained shall be construed as creating any liability
for
LaSalle Bank National Association, individually or personally, to perform any
covenant (either express or implied) contained herein, (iv) under no
circumstances shall LaSalle Bank National Association be personally liable
for
the payment of any indebtedness or expenses of the Trust, or be liable for
the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trust under this Assignment and (v) all recourse for any
payment liability or other obligation of the assignee shall be had solely to
the
assets of the Trust.
3.
|
Representations
and Warranties
|
(a) The
Depositor represents and warrants that it is a sophisticated investor able
to
evaluate the risks and merits of the transactions contemplated hereby, and
that
it has not relied in connection therewith upon any statements or representations
of the Seller or MSMCH other than those contained in the Agreements or this
Assignment.
(b) Each
of
the Depositor, MSMCH, Master Servicer and Seller represents and warrants that
it
is duly and legally authorized to enter into this Assignment.
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(c) Each
of
the Depositor, MSMCH, Servicer and Seller represents and warrants that this
Assignment has been duly authorized, executed and delivered by it and (assuming
due authorization, execution and delivery thereof by each of the other parties
hereto) constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as such enforcement may be limited
by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(d) The
Seller hereby restates, as of the Closing Date (as defined in the Pooling and
Servicing Agreement), the representations and warranties set forth in Section
5
of the Purchase Agreement and Section 3.01 of the Servicing Agreement, with
respect to each of the Specified Mortgage Loans that were sold by it under
the
Agreements, to and for the benefit of the Depositor, the Trustee and the Trust,
and by this reference incorporates such representations and warranties herein,
as of such Closing Date.
(e) The
Servicer hereby represents and warrants to the Assignee that, to the extent
the
Mortgage Loans will be part of a REMIC, the Servicer shall service the Mortgage
Loans and any real property acquired upon default thereof (including, without
limitation, making or permitting any modification, waiver or amendment of any
term of any Mortgage Loan) in accordance with the Servicing Agreement, but
in no
event in a manner that would (a) cause the REMIC to fail or qualify as a REMIC
or (b) result in the imposition of a tax upon the REMIC (including, but not
limited to, the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code, the tax on contributions to a REMIC set forth in Section 860G(d)
of
the Code and the tax on “net income from foreclosure property” as set forth in
Section 860G(c) of the Code).
4. The
Servicer will service the Mortgage Loans in accordance with the terms and
conditions of the Servicing Agreement and this Assignment. The
Servicer hereby acknowledges that Xxxxx Fargo Bank, National Association has
been appointed as the Master Servicer of the Specified Mortgage Loans pursuant
to the Pooling and Servicing Agreement and, therefore, has the right to enforce
all obligations of the Servicer under the Servicing Agreement. Such rights
will
include, without limitation, the right to terminate the Servicer under the
Servicing Agreement 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, the
right to examine the books and records of the Servicer, indemnification rights
and the right to exercise certain rights of consent and approval relating to
actions taken by MSMCH. The Servicer shall make all distributions under the
Servicing Agreement to the Master Servicer by wire transfer of immediately
available funds to:
Xxxxx
Fargo Bank, National Association
ABA
Number: 000-000-000
Account
Name: Corporate Trust Clearing
Account
number: 0000000000
For
further credit to: 53183200, MSM 2007-14AR
The
Servicer shall deliver all reports required to be delivered under the Servicing
Agreement to the Master Servicer at the following address:
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client Xxxxxxx, XXX 0000-00XX
3
Office
Number: (000) 000-0000
Telecopier:
(000) 000-0000
For
the
avoidance of doubt, the parties to this Assignment hereby acknowledge that
the
Master Servicer shall have no obligation for enforcing or overseeing the
Servicer’s activities pursuant to Article V of the Servicing
Agreement.
5.
|
Amendments
to the Servicing Agreement
|
The
parties to this Assignment hereby agree to amend the Servicing Agreement as
follows:
(a) “Custodial
Account” is amended and restated to mean:
The
separate trust account or accounts created and maintained pursuant to Section
4.04 which shall be entitled “Xxxxxx Xxxxxxx Xxxx Xxxxxx Credit Corporation,
in trust for Xxxxxx Xxxxxxx Mortgage Capital Inc.,” or such other title as is
requested by Owner. The Custodial Account shall be an Eligible
Account.
(b) “Eligible
Account” is amended and restated to mean:
Any
of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company that is an Eligible Institution, the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) a trust account or accounts maintained with
the corporate trust department of a federal depository institution or
state-chartered depository institution subject to the regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulations Section 9.10(b) which, in either case, has corporate trust powers
and is acting in its fiduciary capacity, or (iii) any other account acceptable
to each Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency. Eligible Accounts may bear interest, and may include, if otherwise
qualified under this definition, accounts maintained with the Trustee, the
Paying Agent, the Securities Administrator or the Master Servicer.
(c) The
definition of “Eligible Institution” is hereby added to Section 1.01 of the
Servicing Agreement:
“Eligible
Institution”: An institution having the highest short-term debt
rating, and one of the two highest long-term debt ratings of the Rating Agencies
or the approval of the Rating Agencies. Upon a downgrade in the
rating of an Eligible Institution at which an Eligible Account is held below
the
required ratings set forth in the definition of Eligible Account, within 30
days
of such downgrade, such account will be transferred to an account meeting the
requirements of the definition of Eligible Account; provided, however, that
this
transfer requirement may be waived by the applicable Rating Agency.
(d) The
definition of “Permitted Investments” is hereby amended and restated in its
entirety as follows:
4
“(i) obligations
of the United States or any agency thereof, provided that such obligations
are
backed by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency rating such paper, or such
lower rating as shall not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the commercial paper
and/or long-term unsecured debt obligations of such depository institution
or
trust company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Xxxxx’x is not the applicable
Rating Agency) are then rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities, or following
a
downgrade, withdrawal, or suspension of such institution’s rating, each account
should promptly (and in any case within not more than 10 calendar days) be
moved
to a qualifying institution or to one or more segregated trust accounts in
the
trust department of such institution, if permitted unless such lower ratings
as
shall not result in the downgrading or withdrawal of the ratings then assigned
to the Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;
(v) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation acceptable to the Rating Agencies at the time of the issuance of
such agreements, as evidenced by a signed writing delivered by each Rating
Agency;
(vi) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(vii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest ratings of each Rating Agency (except if the Rating Agency
is
Moody’s, such rating shall be the highest commercial paper rating of Moody’s for
any such series), or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by
5
the
Rating Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(viii) interests
in any money market fund which at the date of acquisition of the interests
in
such fund and throughout the time such interests are held in such fund has
the
highest applicable rating by each Rating Agency rating such fund or such lower
rating as shall not result in a change in the rating then assigned to the
Certificates by each Rating Agency, as evidenced by a signed writing delivered
by each Rating Agency, including funds for which the Trustee, the Master
Servicer, the Securities Administrator or any of its Affiliates is investment
manager or adviser;
(ix) short-term
investment funds sponsored by any trust company or national banking association
incorporated under the laws of the United States or any state thereof which
on
the date of acquisition has been rated by each applicable Rating Agency in
their
respective highest applicable rating category or following a downgrade,
withdrawal, or suspension of such institution’s rating, each account should
promptly (and in any case within not more than 10 calendar days) be moved to
a
qualifying institution or to one or more segregated trust accounts in the trust
department of such institution, if permitted unless such lower rating as shall
not result in a change in the rating then specified stated maturity and bearing
interest or sold at a discount acceptable to each Rating Agency as shall not
result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing delivered
by each Rating Agency; and
(x) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to the Rating Agencies as shall not result in
the
downgrading or withdrawal of the ratings then assigned to the Certificates
by
the Rating Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
provided,
that no such instrument shall be a Permitted Investment if (i) such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument would require
the
Depositor to register as an investment company under the Investment Company
Act
of 1940, as amended.”
(e) The
definition of “Principal Prepayment” is hereby added to Section 1.01 of the
Servicing Agreement:
“Principal
Prepayment”: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date, including
any prepayment penalty, if applicable, or premium thereon and which is not
accompanied by an amount of interest representing scheduled interest due on
any
date or dates in any month or months subsequent to the month of
prepayment.”
(f) The
definition of “Servicing Fee Rate” in Section 1.01 of the Agreement is hereby
amended and restated in its entirety as follows:
“Servicing
Fee Rate”: With respect to the Adjustable Rate Mortgage Loans,
0.25% per annum.”
(g) Section
41.01 of the Servicing Agreement is hereby amended as follows:
6
(1) to
remove the obligation to require the consent of the Owner prior to the
modification, in accordance with Accepted Servicing Practices, of any Mortgage
Loan that is in default or with respect to which a default is reasonable
foreseeable; and
(2) to
require the Servicer to provide prior written notice to the Depositor and to
the
Master Servicer of any changes it intends to make to its policies and practices
related to the modifications of Mortgage Loans prior to its implementation
thereof.
(h) For
the
avoidance of doubt, Section 4.05(ii) allows the Servicer to use Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds, and with respect to
REO
Property, funds received as rental or similar income to reimburse itself for
unreimbursed Monthly Advances, subject to the other limitations contained in
such Section 4.05(ii).
(i) For
the
avoidance of doubt, Section 4.05(iii) allows the Servicer to use funds from
the
Custodial Account to reimburse itself for unreimbursed Servicing Advances,
subject to the other limitations contained in such Section
4.05(iii).
(j) The
first
paragraph of Section 4.13 of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
“With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Owner, or its designee. The Trustee’s name shall be
placed on the title to such REO Property solely as the Trustee hereunder and
not
in its individual capacity. With respect to any REO Property, the
Servicer shall take title as “LaSalle Bank National Association, as Trustee,
under the Pooling and Servicing Agreement dated as of October 1,
2007. Pursuant to its efforts to sell such REO Property, the Servicer
shall either itself or through an agent selected by the Servicer, manage,
protect, conserve and operate such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation, management and operation and protection
of
the interests of the Owner, or its designee, rent the same, or any part thereof,
as the Servicer deems to be in the best interest of the Owner, or its designee,
for the period prior to the sale of such REO Property. The Servicer
shall prepare for and deliver to the Owner, or its designee, a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the maintenance
of
such REO Property at such times as is necessary to enable the Owner, or its
designee, to comply with the reporting requirements of the REMIC
Provisions. The net monthly rental income, if any, from such REO
Property shall be deposited in the Certificate Account no later than the close
of business on each Determination Date. The Servicer shall perform
the tax reporting and withholding required by Sections 1445 and 6050J of the
Code with respect to foreclosures and abandonments, the tax reporting required
by Section 6050H of the Code with respect to the receipt of mortgage interest
from individuals and any tax reporting required by Section 6050P of the Code
with respect to the cancellation of indebtedness by certain financial entities,
by preparing such tax and information returns as may be required, in the form
required, and delivering the same to the Owner, or its designee, for
filing.
In
the
event that the Owner, or its designee, acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on
a
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property as soon
as
practicable in a manner that maximizes the Liquidation Proceeds thereof, but
in
no event later than three years after its acquisition by the Owner, or its
designee. In that event, the Owner, or its designee, shall have been
supplied with an Opinion of Counsel to the effect that the holding by the Owner,
or its designee, of such Mortgaged Property subsequent to a three-year period,
if applicable, will not result in the imposition of taxes on “prohibited
transactions” of any
7
REMIC
as
defined in section 860F of the Code or cause any REMIC to fail to qualify as
a
REMIC at any time, the Owner, or its designee, may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) after the expiration of such three-year
period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Owner, or its designee, shall be rented
(or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Owner, or its designee, in such a manner or pursuant
to
any terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of section 860G(a)(8) of the Code or
(ii) subject any REMIC to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c)
of
the Code or otherwise, unless the Servicer has agreed to indemnify and hold
harmless the Owner, or its designee, with respect to the imposition of any
such
taxes.”
(k) The
second sentence of the third
paragraph of Section 6.01 of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
“Such
interest shall be paid by
Servicer to Owner on the date such late payment is made and shall cover the
period commencing with the Business Day on which such payment was due and ending
with the Business Day on which such payment is made, both
inclusive.”
(l) The
first
paragraph of Section 6.02 of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
“Statements
to the Owner. Not later than the 10th calendar
day of
each month (or, if such 10th day is not a Business Day, the following Business
Day), the Servicer shall forward to the Master Servicer in hard copy and
electronic format a statement setting forth (a) the amount of the
distribution made on such Remittance Date which is allocable to principal and
allocable to interest; (b) the amount of servicing compensation received by
the Servicer during the prior calendar month; (c) the aggregate Stated
Principal Balance and the aggregate unpaid principal balance of the Mortgage
Loans as of the last day of the preceding month; and (d) the paid through
date for each Mortgage Loan. Such statement shall also include mortgage loan
level data as agreed upon by the Servicer and the Master Servicer and, for
Mortgage Loans having been foreclosed and liquidated, the monthly reports
substantially in the form of Exhibit C, as applicable, attached
hereto.”
(m) Sections
7.04, 7.05 and 7.07 of the Servicing Agreement are hereby deleted.
(n) The
word
“or” is added at the end of Sections 10.01(vi) and 10.01(vii) and the following
paragraph is hereby incorporated into the Servicing Agreement as new Section
10.01(viii):
“(viii) failure
by the Servicer to duly perform, within the required time period, its
obligations under Sections 7.04 and 7.05 of the Purchase Agreement which failure
continues unremedied for a period of fourteen (14) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by any party to this Agreement or by any master
servicer responsible for master servicing the Mortgage Loans pursuant to a
securitization of such Mortgage Loans;”
(o) Section
11.01 of the Servicing Agreement is hereby amended and restated in its
entirety:
“Termination. The
respective obligations and responsibilities of Servicer shall terminate upon:
(i) the later of the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or the disposition of all REO
Property and the remittance of all funds due hereunder, (ii) mutual consent
of
Servicer and Owner in writing or (iii) a resignation permitted by Section 9.04
hereof.
8
(p) The
following paragraph is hereby incorporated into the Servicing Agreement as
new
Section 12.15:
“Third
Party
Beneficiary. For purposes of this Agreement and the Purchase
Agreement, including but not limited to Section 7.05 of the Purchase Agreement,
any Master Servicer shall be considered a third party beneficiary to this
Agreement and the Purchase Agreement, entitled to all the rights and benefits
accruing to any Master Servicer herein as if it were a direct party to this
Agreement and the Purchase Agreement.”
(q) Exhibit
C
to the Servicing Agreement is hereby replaced in its entirety with the Amended
and Restated Exhibit C attached to this Assignment as Exhibit II.
6.
|
Amendments
to the Purchase Agreement
|
The
parties to this Assignment hereby agree to amend the Purchase Agreement as
follows:
(a) The
first
sentence of Section 7.03(c) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:
“If
so
requested by the Purchaser, the Seller shall provide such information regarding
the Seller, as servicer of the Mortgage Loans, and each Subservicer (each of
the
Seller and each Subservicer, for purposes of this paragraph, a “Servicer”), as
is requested for the purpose of compliance with Items 1108, 1117 and 1119 of
Regulation AB.
(b) Section
7.03(d) of the Purchase Agreement is hereby amended and restated in its entirety
as follows:
“For
the
purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Seller shall (or shall
cause each Subservicer to) (i) promptly notify the Purchaser, any Master
Servicer and any Depositor in writing of (A) any litigation or governmental
proceedings pending against the Seller, any Subservicer or any Third-Party
Originator that would be material to securityholders, (B) any affiliations
or
relationships that develop following the closing date of a Securitization
Transaction between the Seller, any Subservicer and any of the parties specified
in clause (D) of paragraph (a) of this Section (and any other parties identified
in writing by the requesting party) with respect to such Securitization
Transaction, (C) any Event of Default under the terms of this Agreement or
any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially
all of the assets of the Seller and (E) the Seller’s entry into an agreement
with a Subcontractor to perform or assist the Seller with the performance of
any
of the Seller’s obligations under this Agreement or any Reconstitution
Agreement, and (ii) provide to the Purchaser and any Depositor a description
of
such proceedings, affiliations or relationships.”
(c) Section
7.03 (e) (ii) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“which
may be appointed as a successor to the Seller or any Subservicer, the Seller
shall provide to the Purchaser, and any Master Servicer at least fifteen (15)
calendar days prior to the effective date of such succession or
appointment,”
(d) Section
7.03 (f) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
9
“In
addition to such information as the Seller, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not later than ten (10) days
prior to the deadline for the filing of any distribution report on Form 10-D
in
respect of any Securitization Transaction that includes any of the Mortgage
Loans serviced by the Seller or any Subservicer, the Seller or such Subservicer,
as applicable, shall, to the extent the Seller or such Subservicer has
knowledge, provide to the party responsible for filing such report (including,
if applicable, the Master Servicer) notice of the occurrence of any of the
following events along with all information, data, and materials related thereto
as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced
below):
(i) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(ii) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(iii) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
(e) The
following is inserted as 7.03 (g) of the Purchase Agreement:
“The
Seller shall provide to the Purchaser, any Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or
statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports, and such other
information related to the Seller or any Subservicer or the Seller or such
Subservicer’s performance hereunder as may be reasonably requested by the
Purchaser, any Master Servicer or any Depositor.”
(f) Section
7.04 of the Purchase Agreement is hereby amended and restated in its entirety
as
follows:
“On
or
before March 1 of each calendar year, commencing in 2008, the Servicer shall
deliver to the Owner, any Master Servicer and any Depositor a statement of
compliance addressed to the Owner, such Master Servicer and such Depositor
and
signed by an authorized officer of the Servicer, to the effect that (i) a review
of the Servicer’s activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement and
any
applicable Reconstitution Agreement during such period has been made under
such
officer’s supervision, and (ii) to the best of such officers’ knowledge, based
on such review, the Servicer has fulfilled all of its obligations under this
Agreement and any applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or, if there
has
been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature
and the status thereof.
In
the
event that the Servicer fails to timely comply with this Section 7.04, the
Depositor shall use its commercially reasonable efforts to obtain written
statements or assurances from the Commission, that such failure to provide
the
required statement of compliance on a timely basis, and a one time additional
failure by the Servicer to comply with this Section 7.04, will not result in
any
adverse effect on the Depositor or its affiliates with respect to any Shelf
Registration on Form S-3 of the Depositor or any of its
affiliates. Any costs or expenses incurred by the Depositor or the
Master Servicer in obtaining such statement or assurances from the Commission
shall be reimbursed to the Depositor or the Master Servicer by the
Servicer. In the event that the Depositor is unable to receive any
such assurances from the Commission after the use of such commercially
reasonable efforts of the related year, such failure by the
10
Servicer
to comply with this Section 7.04 shall be deemed an Event of Default,
automatically at such time, without notice and without any cure
period, and Depositor may, in addition to whatever rights the Depositor may
have
under Section 8 of the Purchase Agreement and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Servicer for the same,
as provided in Section 11 of the Purchase Agreement. Such termination shall
be
considered with cause pursuant to Section 11.01 of the Purchase
Agreement. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.”
(g) Section
7.05(a)(i) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“deliver
to the Purchaser and any Master Servicer a report (in form and substance
reasonably satisfactory to the Purchaser and such Master Servicer) regarding
the
Seller’s assessment of compliance with the Servicing Criteria during the
immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB. Such report shall
be addressed to the Purchaser and signed by an authorized officer of the Seller,
and shall address each of the Servicing Criteria specified on a certification
substantially in the form of Exhibit 12 hereto delivered to the Purchaser
concurrently with the execution of this Agreement;”
(h) Section
7.05(a)(ii) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“deliver
to the Purchaser and such Master Servicer a report of a registered public
accounting firm reasonably acceptable to the Purchaser and any Master Servicer
that attests to, and reports on, the assessment of compliance made by the Seller
and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under
the Securities Act and the Exchange Act;”
(i) Section
7.05(a)(iii) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“cause
each Subservicer, and each Subcontractor determined by the Seller pursuant
to
Subsection 7.06(b) to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and any
Master Servicer an assessment of compliance and accountants’ attestation as and
when provided in paragraphs (a) and (b) of this Section; and”
(j) Section
7.05(a)(iv) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“deliver,
and cause each Subservicer and Subcontractor described in clause (iii) above
to
deliver, to the Purchaser, the Master Servicer, any Depositor and any other
Person that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of
an
asset-backed issuer with respect to a Securitization Transaction a
certification, signed by an appropriate officer of the Servicer, in the form
attached hereto as Exhibit 11. In addition to providing the Sarbanes
Certification, the Servicer shall also cooperate with the Depositor and provide
such additional information as the Depositor may reasonably request with respect
thereto.”
(k) The
first
sentence of Section 7.06(a) is amended to add the Master Servicer as a party
that the Seller need not seek consent from for the utilization of any
Subservicer. The second sentence of Section 7.06(a) is amended to
require the Seller to cause any Subservicer or Subcontractor to comply with
all
of the following Sections of the Purchase
11
Agreement: Xxxxxxx
0.00, Xxxxxxx 0.00(x), (x), (x) and (g), Section 7.04, Section 7.05, Section
7.06(a) and Section 7.07.
(l) The
first
paragraph of Section 7.06(b) is hereby amended and restated in its entirety
as
follows:
“It
shall
not be necessary for the Seller to seek the consent of the Purchaser
or any Master Servicer to the utilization of any Subcontractor. The
Seller shall promptly upon request provide to the Purchaser and any Master
Servicer a written description (in form and substance satisfactory to the
Purchaser and such Master Servicer) of the role and function of each
Subcontractor utilized by the Seller or any Subservicer, specifying (i) the
identity of each such Subcontractor, (ii) which, if any, of such Subcontractors
are “participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.””
(m) The
last sentence of the second paragraph of Section 7.06(b) is amended to require
the Seller to cause any Subservicer or Subcontractor to provide any assessment
of compliance and attestation but also any other certifications required to
delivered under Section 7.05.
(n) Section
7.07(a) of the Purchase Agreement is hereby amended and restated in its entirety
as follows:
“The
Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and
each
of the following parties participating in a Securitization
Transaction: each sponsor and issuing entity; each Person, including
but not limited to, any Master Servicer, responsible for the preparation,
execution or filing of any report required to be filed with the Commission
with
respect to such Securitization Transaction, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to such Securitization Transaction; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such
parties (within the meaning of Section 15 of the Securities Act and Section
20
of the Exchange Act); and the respective present and former directors, officers,
employees and agents of each of the foregoing, and of the Depositor (each,
an
“Indemnified Party”), and shall hold each of them harmless from and against any
losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:
(o) Section
7.07(a)(ii) of the Purchase Agreement is hereby amended and restated in its
entirety as follows:
“(ii) any
breach by the Seller under this Section 7, including particularly any failure
by
the Seller, any Subservicer, any Subcontractor to deliver any information,
report, certification, accountants’ letter or other material when and as
required, under this Section 7, including any failure by the Seller to identify
pursuant to Section 7.06(b) any Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB;”
(p) The
following parenthetical is inserted directly before the proviso in the last
sentence of the first paragraph of Section 7.07(b)(i) of the Purchase
Agreement:
“(and
if
the Seller is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor servicer reasonably acceptable to the Master
Servicer for such Securitization Transaction)”
(q) The
following is added as Section 7.07(c) of the Purchase Agreement:
12
“(c) If
the indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Seller agrees that it shall contribute
to the amount paid or payable by such Indemnified Party as a result of any
claims, losses, damages or liabilities incurred by such Indemnified Party in
such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Seller on the other.
This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.”
(r) Exhibit
11 to the Purchase Agreement is hereby replaced in its entirety with the Amended
and Restated Exhibit 11 attached to this Assignment as Exhibit C-1.
(s) Exhibit
12 to the Purchase Agreement is hereby replaced in its entirety with the Amended
and Restated Exhibit 12 attached to this Assignment as Exhibit A-1.
(t) Written
notice provided in compliance with Sections 7.03(d), (e) or (f) of the Purchase
Agreement shall be substantially in the form of Exhibit B-1 to this
Agreement.
7.
|
Indemnification
|
The
Master Servicer shall indemnify and hold harmless the Servicer and its
affiliates, and in each case, its officers, directors and agents from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon a breach by the Master Servicer or any of its officers, directors,
agents or affiliates of its obligations in connection with the preparation,
filing and certification of any Form 10-K pursuant to the Pooling and Servicing
Agreement or the negligence, bad faith or willful misconduct of the Master
Servicer in connection therewith. In addition, the Master Servicer shall
indemnify and hold harmless the Servicer and its affiliates, and in each case,
its officers, directors and agents from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by
any Servicer (as defined in the Pooling and Servicing Agreement), other than
the
Servicer (as defined herein), of its obligations in connection with any back-up
certification (or any other back-up documents) to any certification of any
Form
10-K required to be provided by the Master Servicer, but solely to the extent
the Master Servicer receives amounts from such Servicer in connection with
any
indemnification provided by such Servicer (in each case as defined in the
Pooling and Servicing Agreement) to the Master Servicer.
8.
|
Continuing
Effect
|
Except
as
contemplated hereby, the Agreements shall remain in full force and effect in
accordance with its terms.
9.
|
Governing
Law
|
This
Assignment and the rights and obligations hereunder shall be governed by and
construed in accordance with the internal laws of the State of New
York.
10.
|
Notices
|
Any
notices or other communications permitted or required under the Agreements
to be
made to the Depositor, MSMCH, the Seller, the Servicer and the Trustee shall
be
made in accordance with the terms of the related Agreement and shall be sent
as
follows:
13
In
the
case of MSMCH:
Xxxxxx
Xxxxxxx Mortgage Capital Holdings LLC
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-14AR
With
a
copy to:
Xxxxxx
Xxxxxxx & Co. Incorporated
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel’s Office
In
the
case of the Depositor:
Xxxxxx
Xxxxxxx Capital I Inc.
0000
Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-14AR
In
the
case of the Trustee:
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services MSM 2007-14AR
In
the
case of the Seller and the Servicer:
Xxxxxx
Xxxxxxx Credit Corporation
0000
Xxxx
Xxxx Xxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
Attention: Law
Division, Secondary Marketing
or
to
such other address as may hereafter be furnished by the Depositor and the
Trustee to the parties in accordance with the provisions of the related
Agreement.
14
11.
|
Ratification
|
Except
as
modified and expressly amended by this Assignment, the Agreements are in all
respects ratified and confirmed, and all terms, provisions and conditions
thereof shall be and remain in full force and effect.
12.
|
Counterparts
|
This
Assignment may be executed in counterparts, each of which when so executed
shall
be deemed to be an original and all of which when taken together shall
constitute one and the same instrument.
13.
|
Definitions
|
Any
capitalized term used but not defined in this Assignment has the same meaning
as
in the Agreements.
[SIGNATURE
PAGE FOLLOWS]
15
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment the day and
year first above written.
XXXXXX
XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC,
successor
by merger to Xxxxxx Xxxxxxx
Mortgage
Capital Inc.
By:
/s/ Xxxxxxx
Xxx
Name:
Xxxxxxx Xxx
Title:
Vice President
XXXXXX
XXXXXXX CAPITAL I INC.
By:
/s/ Xxxxxxx
Xxx
Name:
Xxxxxxx Xxx
Title:
Vice President
XXXXXX
XXXXXXX CREDIT CORPORATION
By:
/s/ Xxxxx X.
Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Chief Operating Officer
|
Acknowledged
and Agreed:
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as Master Servicer
By:
/s/ Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee of Xxxxxx Xxxxxxx
Mortgage
Loan Trust 2007-14AR
By:
___________________________________
Name:
Title:
EXHIBIT
I
Mortgage
Loan Schedule
[see
Schedule A to Pooling and Servicing Agreement]
Exhibit
IIA: Standard
File
Layout – Delinquency Reporting
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
||||
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
|
|
|||||
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|||||
CLIENT_NBR
|
Servicer
Client Number
|
||||||
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|||||
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||||||
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||||||
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|||||
PROP_STATE
|
The
state where the property located.
|
|
|||||
PROP_ZIP
|
Zip
code where the property is located.
|
|
|||||
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|||||
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|||||
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|||||
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|||||
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|||||
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|||||
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|||||
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|||||
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||||||
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|||||
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|||||
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|||||
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|||||
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|||||
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|||||
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|||||
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|||||
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|||||
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|||||
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
||||
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|||||
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|||||
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|||||
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|||||
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|||||
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|||||
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
||||
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
||||
If
applicable:
|
|
|
|||||
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||||||
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in
default for this cycle.
|
||||||
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|||||
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|||||
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|||||
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
||||
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|||||
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
||||
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|||||
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|||||
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|||||
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|||||
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
||||
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|||||
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
||||
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|||||
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|||||
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
MOTION_FOR_RELIEF_DATE |
The
date the Motion for Relief was filed
|
10
|
MM/DD/YYYY
|
||||
FRCLSR_BID_AMT |
The
foreclosure sale bid amount
|
11
|
No
commas(,) or dollar signs ($)
|
||||
FRCLSR_SALE_TYPE |
The
foreclosure sales results: REO, Third Party, Conveyance to
HUD/VA
|
|
|
||||
REO_PROCEEDS |
The
net proceeds from the sale of the REO property.
|
|
No
commas(,) or dollar signs ($)
|
||||
BPO_DATE |
The
date the BPO was done.
|
|
|
||||
CURRENT_FICO |
The
current FICO score
|
|
|
||||
HAZARD_CLAIM_FILED_DATE |
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
HAZARD_CLAIM_AMT |
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
||||
HAZARD_CLAIM_PAID_DATE |
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
||||
HAZARD_CLAIM_PAID_AMT |
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
||||
ACTION_CODE |
Indicates
loan status
|
Number
|
|||||
NOD_DATE |
|
|
MM/DD/YYYY
|
||||
NOI_DATE |
|
|
MM/DD/YYYY
|
||||
ACTUAL_PAYMENT_PLAN_START_DATE |
|
|
MM/DD/YYYY
|
||||
ACTUAL_PAYMENT_ PLAN_END_DATE |
|
|
|
||||
ACTUAL_REO_START_DATE |
|
|
MM/DD/YYYY
|
||||
REO_SALES_PRICE |
|
|
Number
|
||||
REALIZED_LOSS/GAIN |
As
defined in the Servicing Agreement
|
|
Number
|
Exhibit 1IB:Standard File Codes – Delinquency Reporting |
The
Loss Mit Type field should show the approved Loss
Mitigation Code as follows:
·
|
ASUM-
|
Approved
Assumption
|
·
|
BAP-
|
Borrower
Assistance Program
|
·
|
CO-
|
Charge
Off
|
·
|
DIL-
|
Deed-in-Lieu
|
·
|
FFA-
|
Formal
Forbearance Agreement
|
·
|
MOD-
|
Loan
Modification
|
·
|
PRE-
|
Pre-Sale
|
·
|
SS-
|
Short
Sale
|
·
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply
Xxxxx
Fargo Bank with a description of each of the Loss Mitigation Types prior
to
sending the file.
The
Occupant Code field should show the current status of
the property code as follows:
·
|
Mortgagor
|
·
|
Tenant
|
·
|
Unknown
|
·
|
Vacant
|
The
Property Condition field should show the last reported
condition of the property as follows:
·
|
Damaged
|
·
|
Excellent
|
·
|
Fair
|
·
|
Gone
|
·
|
Good
|
·
|
Poor
|
·
|
Special
Hazard
|
·
|
Unknown
|
Exhibit IIB:Standard File Codes – Delinquency Reporting, Continued |
The
FNMA Delinquent Reason Code field should show the Reason
for Delinquency as follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
Exhibit IIB:Standard File Codes – Delinquency Reporting, Continued |
The
FNMA Delinquent Status Code field should show the Status
of Default as follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
Exhibit IIC:Standard File Layout – Master Servicing |
Exhibit
1: Layout
|
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
Each
file requires the following fields:
|
|
|
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 20 digits
|
20
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exhibit
1:Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Plus
the following applicable fields:
|
|
|
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
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
|
With
respect to each Mortgage Loan that has been modified during the related Due
Period, this report shall also include, in a form mutually acceptable to the
Servicer and the Master Servicer, the following information:
1. The
number of Mortgage Loans that had loan modifications;
2. The
date of each loan modification; and
3. The
amount of principal and interest forgiveness with respect to each loan
modification.
Exhibit
IID
: Calculation
of
Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do
not net or combine items. Show all expenses individually and all
credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible
to remit all funds pending loss approval and /or resolution of any disputed
items.
(u)
(v) 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.
|
(w) Credits:
|
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd Party Sale,
bid
instructions and Escrow
Agent / Attorney
Letter
of Proceeds Breakdown.
* Copy
of EOB for any MI or gov't guarantee
* All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note:
|
For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b)
for Part B/Supplemental proceeds.
|
|
Total
Realized Loss (or Amount of Any
Gain)
|
|
23.
|
The
total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis
( ).
|
Exhibit IIE:Calculation of Realized Loss/Gain Form 332 |
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO
Sale 3rd Party
Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
|||
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
(12)
|
Other
(itemize)
|
________________
|
(12)
|
Cash
for Keys__________________________
|
________________
|
(12)
|
|
HOA/Condo
Fees_______________________
|
________________
|
(12)
|
|
______________________________________
|
________________
|
(12)
|
|
Total
Expenses
|
$
_______________
|
(13)
|
|
Credits:
|
|||
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
HUD Part A
|
________________
|
(18b)
HUD Part B
|
||
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
_________________________________________
|
________________
|
(21)
|
|
Total
Credits
|
$________________
|
(22)
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
Escrow
Disbursement Detail
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
EXHIBIT
A-1
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”;
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
||
General
Servicing Considerations
|
|||
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
||
1122(d)(1)(i)
|
|||
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
||
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
|||
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign financial
institution
that
meets the requirements of Rule 13k-1 (b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded
so as to prevent unauthorized access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction
agreements;
(C) reviewed and approved by someone other than the person who prepared
the reconciliation; and (D) contain explanations for reconciling
items. These reconciling items are resolved within 90 calendar
days of their original identification, or such other number
of
days
specified in the transaction agreements.
|
X
|
|
Investor
Remittances and Reporting
|
|||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms
set
forth in the transaction agreements; (B) provide information calculated
in
accordance with the terms specified in the transaction agreements;
(C) are
filed with the Commission as required by its rules and regulations;
and
(D) agree with investors’ or the trustee’s records as
to
the total unpaid principal balance and number of mortgage loans serviced
by the Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
Pool
Asset Administration
|
|||
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance
with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and
concluded
in accordance with the timeframes or other requirements established
by the
transaction agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements,
and
describe
the entity’s activities in monitoring delinquent mortgage loans including,
for example, phone calls, letters and payment rescheduling plans
in cases
where delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
||
Reference
|
Criteria
|
1122(
d)( 4 )(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(
d)( 4 )(x)
|
Regarding
any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest
on
such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to
the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified
in
the transaction agreements.
|
X
|
|
1122(
d)( 4 )(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30
calendar
days prior to these dates, or such other number of days specified
in the
transaction agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
[XXXXXX
XXXXXXX CREDIT
CORPORATION]
[NAME
OF SUBSERVICER]
Date:__________________________________
By:___________________________________
Name:
Title:
|
EXHIBIT
B-1
Additional
Disclosure Notification
Xxxxx
Fargo Bank, N.A. as [Securities Administrator and Master Servicer]
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate
Trust Services – MSM 2007-14AR - SEC REPORT PROCESSING
RE: **Additional
Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section
[7.03(d)][7.03(e)][7.03(f)] of the Third Amended and Restated Master Mortgage
Loan Purchase Agreement, dated as of November 1, 2005, as amended by the
Assignment, Assumption and Recognition Agreement dated as of [date] among Xxxxxx
Xxxxxxx Capital I Inc., as Depositor, Xxxxxx Xxxxxxx Credit Corporation, Xxxxx
Fargo Bank, National Association, as Master Servicer, and LaSalle Bank National
Association as Trustee, the Undersigned hereby notifies you that certain events
have come to our attention that [will][may] need to be disclosed on Form [
].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this
notification should be directed to [ ], phone
number: [ ]; email
address: [ ].
[NAME
OF PARTY]
as
[role]
By:
__________________
Name:
Title:
|
EXHIBIT
C-1
FORM
OF
ANNUAL CERTIFICATION
Re: The
[ ]
agreement dated as of
[ ],
200[ ] (the “Agreement”), among
[IDENTIFY
PARTIES]
I,
________________________________, the _____________________ of Xxxxxx Xxxxxxx
Credit Corporation, certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Securities Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification,
that:
(1) I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”),
the report on assessment of the Company’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB and identified as the responsibility
of the Company on Exhibit 12 to
the Purchase Agreement (the “Servicing Criteria”), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s
attestation report provided in accordance with Rules 13a-18 and 15d-18 under
the
Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the “Company Servicing Information”);
(2) Based
on my knowledge, the Company Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor]
[Master Servicer] [Securities Administrator] [Trustee];
(4) I
am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer and Subcontractor pursuant to
the
Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such
reports have been disclosed to the [Depositor] [Master Servicer]. Any
material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Date:_________________________________________
By:__________________________________________
Name:
Title:
|