Exhibit 99.14a
EXECUTION VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), dated
as of March 1, 2007, among Xxxxxx Xxxxxxx Mortgage Capital Inc. ("MSMCI" or
the "Purchaser"), GMAC Mortgage, LLC, a Delaware limited liability company, as
successor by merger to GMAC Mortgage Corporation ("Servicer"), and LaSalle
Bank National Association ("LaSalle"), as trustee ("Trustee") of Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-6XS (the "Trust") and acknowledged by Xxxxx
Fargo Bank, National Association, as master servicer (in such capacity, the
"Master Servicer") and as securities administrator (in such capacity, the
"Securities Administrator") and Xxxxxx Xxxxxxx Capital I Inc. (the
"Depositor").
WHEREAS, the Purchaser is the owner of various mortgage loans,
including the mortgage loans identified on Schedule 1 hereto (the "Specified
Mortgage Loans");
WHEREAS, the Servicer and the Purchaser are parties to a Servicing
Agreement, dated as of May 20, 2005 (the "Initial Servicing Agreement") and a
First Amended and Restated Servicing Agreement, dated as of January 1, 2006
(the "the Servicing Agreement"), pursuant to which the Servicer has agreed to
service the Specified Mortgage Loans on behalf of the Purchaser as "Owner" (as
such term is defined in the Servicing Agreement);
WHEREAS, in connection with the servicing of the Mortgage Loans
hereunder, the Seller agrees that, from and after the date hereof, each
Mortgage Loan serviced hereunder will be subject to the Servicing Agreement;
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
The Purchaser, as Owner, is the owner of all of the rights, title and
interest of the rights (the "Servicing Rights"), in, to and under the
Servicing Agreement as it relates to the servicing of the Specified Mortgage
Loans. Pursuant to this Assignment, the Purchaser hereby grants, transfers and
assigns (i) its rights and obligations, as "Owner" under the Servicing
Agreement with respect to the Specified Mortgage Loans other than the
Servicing Rights which the Owner explicitly retains and (ii) any rights
granted to the Purchaser as Owner under the Servicing Agreement to the
Depositor (the "First Assignment and Assumption"), and the Depositor hereby
acknowledges the First Assignment and Assumption. Immediately after giving
effect to the First Assignment and Assumption, the Depositor hereby grants,
transfers and assigns its rights and obligations in and under the First
Assignment and Assumption to the Trustee, on behalf of the Trust, and the
Trustee, on behalf of the Trust, hereby accepts such assignment from the
Depositor (the "Second Assignment and Assumption").
The Servicer hereby acknowledges each of the First Assignment and
Assumption and the Second Assignment and Assumption.
For the purposes of this Assignment and the Servicing Agreement,
Schedule 1 hereto shall constitute a "Mortgage Loan Schedule" as such term is
defined in the Servicing Agreement,
and the assignment set forth herein shall constitute a "Reconstitution" (as
such term is defined in the Servicing Agreement).
2. Recognition of Trustee
The parties confirm that this Assignment includes the rights relating
to amendments or waivers under the Servicing Agreement. Accordingly, the right
of MSMCI, as Owner, to consent to any amendment of the Servicing Agreement and
its rights concerning waivers as set forth in Section 16 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 Servicing
Agreement with respect thereto (other than the servicing of the Specified
Mortgage Loans, which shall be enforced by the Master Servicer) by the Trustee
on behalf of the Trust as the successor to the Purchaser in its capacity as
Owner under the Servicing Agreement.
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 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
March 1, 2007 among the Depositor, Xxxxx Fargo Bank, National Association, as
securities administrator and master servicer, and the Trustee (the "Pooling
and Servicing Agreement"), (ii) each of the representations, undertakings and
agreements herein made on the part of the Trust as assignee is made and
intended not as personal representations, undertakings and agreements by
LaSalle Bank National Association but is made and intended for the purpose of
binding only the Trust, (iii) nothing herein contained shall be construed as
creating any liability for LaSalle Bank National Association, individually or
personally, to perform any covenant (either express or implied) contained
herein and (iv) under no circumstances shall LaSalle Bank National Association
be personally liable for the payment of any indebtedness or expenses of the
Trust, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this Assignment and (v) all recourse for any payment liability or other
obligation of the Trust as 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 Servicer or MSMCI other than those
contained in the Servicing Agreement or this Assignment.
(b) Each of the parties hereto represents and warrants that it is
duly and legally authorized to enter into this Assignment.
(c) Each of the Depositor, the Purchaser and the Servicer 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
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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 Servicer hereby warrants and represents to, and covenants
with, the Purchaser and the Trustee that each of the representations and
warranties set forth in Section 6.01, other than the representations and
warranties set forth in Sections 6.01(a) and 6.01(c) of the Servicing
Agreement are true and correct with respect to the Servicer. In addition, the
Servicer hereby warrants and represents to, and covenants with, the Purchaser
and (i) the Trustee that the Servicer is duly organized, validly existing and
in good standing as a limited liability company under the laws of the state of
Delaware and the Servicer is duly licensed and qualified in all states which
such licensing or qualification is required to conduct its business or perform
its obligations hereunder and the services and is and will remain in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and the servicing of the Mortgage Loan in accordance with the terms of
the Servicing Agreement as modified by this Assignment, and (ii) the execution
and delivery of this Agreement by the Servicer and the performance of and
compliance with the terms of this Agreement will not violate the Servicer's
organizational documents or constitute a default under or result in a breach
or acceleration of, any material contract, agreement or other instrument to
which the Servicer is a party or which may be applicable to the Servicer or
its assets.
(e) The Servicer hereby agrees that, for so long as the Trust is
reporting under the Exchange Act, its obligations under Sections 5.04 and 5.05
of the Initial Servicing Agreement and under Sections 31.04 and 31.05 of the
Servicing Agreement, as modified by this Assignment, shall survive the
termination and removal of the Servicer as servicer of the Specified Mortgage
Loans in the Trust and continue to apply for each calendar year during which
the Servicer services the Specified Mortgage Loans.
4. The Servicer hereby acknowledges that Xxxxx Fargo Bank, National
Association has been appointed as the Master Servicer of the Specified
Mortgage Loans pursuant to the Pooling and Servicing Agreement and, therefore,
has the right to enforce all obligations of the Servicer under the Servicing
Agreement. Such rights will include, without limitation, the right to
terminate the Servicer under the Servicing Agreement as provided 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 and the right to
exercise certain rights of consent and approval granted to the Purchaser under
the Servicing Agreement.
In accordance with the Second Assignment and Assumption, the Trustee,
as Owner, hereby directs the Servicer to 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
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For further credit to: 50996400, MSM 2007-6XS
In accordance with the Second Assignment and Assumption, the Trustee,
as Owner, hereby directs the Servicer to 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 Manager, MSM 2007-6XS
Office Number: (000) 000-0000
Telecopier: (000) 000-0000
5. Amendments to Servicing Agreement.
(a) The following definitions in Section 1 are revised as follows
with respect to the Specified Mortgage Loans:
a. "Eligible Account" shall have the meaning set forth in
the Pooling and Servicing Agreement.
b. "Eligible Investments" shall have the meaning of
Permitted Investments set forth in the Pooling and Servicing Agreement.
c. "Indemnified Party": each Party described in the first
sentence of Section 31.07(a) of the Servicing Agreement.
d. "Remittance Date" shall mean no later than 1:00 p.m., New
York time, on the 18th day of each month, or if such 18th day is not a
Business Day, the first Business Day immediately following such 18th day.
(b) Solely with respect to the Specified Mortgage Loans, the words ";
provided, however," to and including the end of the penultimate sentence of
paragraph (a) of Section 3.01 are hereby deleted.
(c) Solely with respect to the Specified Mortgage Loans, the
following sentence is inserted as the last sentence of the second paragraph of
Section 3.08 of the Servicing Agreement, "All Eligible Investments must mature
no later than the Remittance Date on which the amounts invested in such
Eligible Investments must be remitted to the Trust."
(d) Section 3.04(ix) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
"(ix) with respect to each Principal Prepayment, the Prepayment
Interest Shortfall Amount, if any, for the month of distribution.
Such deposit shall be made from the Servicer's own funds in an amount
up to the Compensating Interest for the related month of
distribution; and"
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(e) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 3.19:
"3.19 Fair Credit Reporting Act
The Servicer, in its capacity as servicer for each Mortgage
Loan, agrees to fully furnish, in accordance with the Fair Credit
Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information
Servicer (three of the credit repositories), on a monthly basis."
(f) Solely with respect to the Specified Mortgage Loans, the
following deletions are hereby made to the fourth paragraph of Section 4.01:
a. the words "following the Business Day" are hereby deleted
from the first sentence and
b. the word "second" is hereby deleted from the second
sentence.
(g) Solely with respect to the Specified Mortgage Loans, the first
sentence of Section 5.04 is amended by adding the words "(with a copy to the
Master Servicer)" after the word "Owner".
(h) Solely with respect to the Specified Mortgage Loans, Section 7.02
is hereby amended by deleting each appearance of the word "corporation" and
(i) in the first paragraph thereof, replacing it with the words "limited
liability company," and (ii) in the second paragraph thereof, replacing it
with the word "Person."
(i) Solely with respect to the Specified Mortgage Loans, Section
8.01(b) is hereby amended and restated as follows:
"(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other of the covenants or agreements on the part
of the Servicer set forth in this Agreement (including but not limited to
breach by Servicer of any one or more of the representations, warranties and
covenants of the Servicer as set forth in Section 6.01 above) which continues
uncured for a period of thirty (30) days (except that (x) such number of days
shall be fifteen (15) days in the case of a failure to pay any premium for any
insurance policy required to be maintained under this Agreement and (y) such
number of days shall be fourteen (14) calendar days with respect to the
reports required under Sections 31.04 and 31.05 and the last paragraph of
Section 25) after the earlier of the date on which (i) written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Owner, or (ii) Servicer first becomes aware of such failure."
(j) Solely with respect to the Specified Mortgage Loans, the rights
of the Servicer pursuant to clause (iv) of Section 9.01(a) are hereby deleted.
(k) Solely with respect to the Specified Mortgage Loans, the rights
of the Servicer pursuant to Section 9.02 are hereby deleted.
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(l) Section 20(a) of the Servicing Agreement is hereby amended to add
the Master Servicer as an "Indemnified Party" in accordance with such Section.
(m) Solely with respect to the Specified Mortgage Loans, the
following is added to the end of Section 22(a):
"or as necessary to provide the reports required by Section 4.05 of
the Pooling and Servicing Agreement."
(n) Section 31.03(d) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:
"For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities,
the Company 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 Company, any Subservicer that would be material to
securityholders, (B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction between
the Company, 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, but only to the extent that such
affiliations or relationships do not include the Purchaser, Depositor
or any of their respective affiliates as a party, (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 Company and (E) the Company's entry into an
agreement with a Subcontractor to perform or assist the Company with
the performance of any of the Company'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."
(o) Section 31.03 (f) of the Servicing Agreement is hereby amended
and restated in its entirety as follows:
"In addition to such information as the Company, 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
Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, to the extent the Company 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);
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(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).
(p) The following is inserted as 31.03 (g) of the Servicing
Agreement:
"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 and Errors and Omission Insurance policy, financial
information and reports, and such other information related to the
Company or any Subservicer or the Company or such Subservicer's
performance hereunder."
(q) Section 31.04 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 and any Depositor a statement of
compliance addressed to the Owner 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 31.04, 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 31.04, 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 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 Servicer to comply
with this Section 31.04 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 20 of the Servicing 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
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the proceeds thereof without compensating the Servicer for the same,
as provided in Section 9 of the Servicing Agreement. Such termination
shall be considered with cause pursuant to Section 9.01 of the
Servicing Agreement. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary."
(r) Section 31.05(a)(iv) of the Servicing 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 I. 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."
(s) The third sentence of Section 31.06(a) is amended to require the
Company to cause any Subservicer or Subcontractor to comply with all
of the following Sections of the Servicing Agreement: Xxxxxxx 00.00,
Xxxxxxx 00.00(x), (x), (x) and (g), Section 31.04, Section 31.05,
Section 31.06(a) and Section 31.07.
(t) The last sentence of the second paragraph of Section 31.06(b) is
amended to require the Company to cause any Subservicer or
Subcontractor to provide any assessment of compliance and attestation
but also any other certifications required to delivered under Section
31.05.
(u) Section 31.07(a)(ii) of the Servicing Agreement is hereby amended
and restated in its entirety as follows:
"(ii) any breach by the Company under this Section 31, including
particularly any failure by the Company, any Subservicer, any
Subcontractor to deliver any information, report, certification,
accountants' letter or other material when and as required, under
this Article II, including any failure by the Company to identify
pursuant to Section 31.06(b) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of Regulation
AB;"
(v) The word "or" is struck at the end of Section 31.07(a)(ii) of the
Servicing Agreement, the word "or" is added at the end of Section
31.07(a)(iii) of the Servicing Agreement, and the following is
inserted to Section 31.07(a) of the Servicing Agreement:
"(iv) negligence, bad faith or willful misconduct of the Company
in connection with its performance under this Article II.
If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company
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
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reflect the relative fault of such Indemnified Party on the one hand
and the Company on the other.
This indemnification shall survive the termination of this Agreement
or the termination of any party to this Agreement."
(w) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
31.07(b)(i) of the Servicing Agreement:
"(and if the Company 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)"
(x) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 32:
"Third Party Beneficiary. For purposes of this Agreement, any master
servicer appointed in connection with a Reconstitution by the Owner
shall be considered a third party beneficiary to this Agreement
(including but not limited to Sections 31.01, 31.03 and 31.04 hereof)
with respect to the Specified Mortgage Loans entitled to all the
rights and benefits accruing to any master servicer herein with
respect to the Specified Mortgage Loans as if it were a direct party
to this Agreement."
(y) Schedule I to the Servicing Agreement is hereby replaced in its
entirety with the Amended and Restated Schedule I attached to this
Assignment as Exhibit II.
(z) Exhibit J to the Servicing Agreement is hereby replaced in its
entirety with Exhibit IV attached hereto.
(aa) All assessments, reports and certifications required to be
delivered by the Servicer this Assignment shall include the Master Servicer as
an addressee, and the Master Servicer shall be entitled to rely upon all such
assessments, reports and certifications.
(bb) Written notice provided in compliance with Sections 31.03(d),
(e) or (f) of the Servicing Agreement shall be substantially in the form of
Exhibit III to this Agreement.
6. Notices
The Depositor's address for purposes for all notices and correspondence
related to the Mortgage Loans, this Assignment and the Servicing Agreement is:
Xxxxxx Xxxxxxx Capital I Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-6XS
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The Trustee's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services MSM 2007-6XS
The Purchaser's address for purposes for all notices and correspondence
related to the Mortgage Loans, this Assignment and the Servicing Agreement is:
Xxxxxx Xxxxxxx Mortgage Capital Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-6XS
With a copy to:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel's Office
The Servicer's address for purposes for all notices and correspondence related
to the Mortgage Loans and this Assignment is :
GMAC Mortgage, LLC
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Executive Vice President of National Loan
Administration
7. Certain Matters Regarding the Trustee
Each party hereto hereby agrees as follows:
Notwithstanding any term hereof to the contrary, the execution and
delivery of this Assignment by Trustee is solely in its capacity as trustee
for Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-6XS and not individually, and any
recourse against Trustee in respect of any obligations it may have under or
pursuant to the terms of this Assignment (if any) shall be limited solely to
the assets it may hold as trustee of Xxxxxx Xxxxxxx Mortgage Loan Trust
2007-6XS.
8. Continuing Effect
Except as contemplated by this Assignment, the Servicing Agreement
shall remain in full force and effect in accordance with its terms.
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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. 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.
11. Definitions
Any capitalized term used but not defined in this Assignment has the
same meaning as in the Servicing Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Assignment,
Assumption and Recognition Agreement to be executed by their duly authorized
officers as of the date first above written.
Purchaser Trust
XXXXXX XXXXXXX MORTGAGE LOAN TRUST
XXXXXX XXXXXXX MORTGAGE CAPITAL INC. 2007-6XS
BY: LASALLE BANK NATIONAL
ASSOCIATION, AS TRUSTEE
/s/ Xxxxxxx Xxx /s/ Xxxx Xxxxx
By: --------------------------------- By: ----------------------------
Xxxxxxx Xxx Xxxx Xxxxx
Its: Vice President Its: Vice President
Taxpayer Identification
Number:
Servicer
GMAC MORTGAGE, LLC
/s/ Xxxxxx X. Xxxxxxx
By: ---------------------------------
Xxxxxx X. Xxxxxxx
Its: Vice President
Taxpayer Identification
Number:
Acknowledged and Agreed:
XXXXX FARGO BANK, NATIONAL
XXXXXX XXXXXXX CAPITAL I INC. ASSOCIATION, AS MASTER SERVICER
/s/ Xxxxxxx Xxx /s/ Xxxxxxxx Xxxxx
By: -------------------------------- By: -------------------------------
Xxxxxxx Xxx Xxxxxxxx Xxxxx
Its: Vice President Its: Vice President
Taxpayer Identification
Number:
___________________________
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Schedule I
Specified Mortgage Loan Schedule
[see Schedule A to the Pooling and Servicing Agreement
on file with the Servicer, the Master Servicer and the Depositor]
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EXECUTION VERSION
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 MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
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 MM/DD/YYYY
been approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From MM/DD/YYYY
Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By MM/DD/YYYY
The Servicer
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 MM/DD/YYYY
To End/Close
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually MM/DD/YYYY
Completed
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
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 2 No commas(,)
sale. or dollar signs
($)
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
EVICTION_COMPLETED_DATE The date the court revokes legal possession of MM/DD/YYYY
the property from the borrower.
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar signs
($)
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
Price.
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar signs
($)
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
REO_CLOSING_DATE The date the REO sale of the property is MM/DD/YYYY
scheduled to close.
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
OCCUPANT_CODE Classification of how the property is occupied.
PROP_CONDITION_CODE A code that indicates the condition of the property.
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
CURR_PROP_VAL The current "as is" value of the property based on 2
2
brokers price opinion or appraisal.
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
If applicable:
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
DELINQ_REASON_CODE The circumstances which caused a borrower to
stop paying on a loan. Code indicates the reason
why the loan is in default for this cycle.
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed
No commas(,) or
dollar signs ($)
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed MM/DD/YYYY
Claim Payment
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On 2 No commas(,)
Claim or dollar signs
($)
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance MM/DD/YYYY
Company
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance 2 No commas(,)
Company or dollar signs
($)
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was MM/DD/YYYY
Issued By The Pool Insurer
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance 2 No commas(,)
Company 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
($)
3
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar signs
($)
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
($)
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans MM/DD/YYYY
Admin
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim MM/DD/YYYY
Payment
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar signs
($)
4
EXECUTION VERSION
Exhibit IIB: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o 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:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:
Delinquency Delinquency Description
Code
001 FNMA-Death of principal mortgagor
002 FNMA-Illness of principal mortgagor
003 FNMA-Illness of mortgagor's family member
004 FNMA-Death of mortgagor's family member
005 FNMA-Marital difficulties
006 FNMA-Curtailment of income
007 FNMA-Excessive Obligation
008 FNMA-Abandonment of property
009 FNMA-Distant employee transfer
011 FNMA-Property problem
012 FNMA-Inability to sell property
013 FNMA-Inability to rent property
014 FNMA-Military Service
015 FNMA-Other
016 FNMA-Unemployment
017 FNMA-Business failure
019 FNMA-Casualty loss
022 FNMA-Energy environment costs
023 FNMA-Servicing problems
026 FNMA-Payment adjustment
027 FNMA-Payment dispute
029 FNMA-Transfer of ownership pending
030 FNMA-Fraud
031 FNMA-Unable to contact borrower
INC FNMA-Incarceration
The FNMA Delinquent Status Code field should show the Status of Default as
follows:
Status Code Status Description
09 Forbearance
17 Pre-foreclosure Sale Closing Plan Accepted
24 Government Seizure
26 Refinance
27 Assumption
28 Modification
29 Charge-Off
30 Third Party Sale
31 Probate
32 Military Indulgence
43 Foreclosure Started
44 Deed-in-Lieu Started
49 Assignment Completed
61 Second Lien Considerations
62 Veteran's Affairs-No Bid
63 Veteran's Affairs-Refund
64 Veteran's Affairs-Buydown
65 Chapter 7 Bankruptcy
66 Chapter 11 Bankruptcy
67 Chapter 13 Bankruptcy
2
EXECUTION VERSION
Exhibit IIC: Standard File Layout - Master Servicing
Column Name Description Decimal Format Comment Max
Size
SER_INVESTOR_NBR A value assigned by the Servicer to Text up to 10 digits 20
define a group of loans.
LOAN_NBR A unique identifier assigned to each Text up to 10 digits 10
loan by the investor.
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
BORROWER_NAME The borrower name as received in Maximum length of 30 (Last, 30
the file. It is not separated by first First)
and last name.
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar signs ($) 11
scheduled interest payment that a
borrower is expected to pay, P&I
constant.
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
NET_INT_RATE The loan gross interest rate less the 4 Max length of 6 6
service fee rate as reported by the
Servicer.
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the beginning of the
processing cycle.
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the end of the processing
cycle.
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_1 The curtailment date associated MM/DD/YYYY 10
with the first curtailment amount.
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_2 The curtailment date associated with MM/DD/YYYY 10
the second curtailment amount.
CURT_ADJ_ AMT_2 The curtailment interest on the 2 No commas(,) or dollar signs ($) 11
second curtailment amount, if
applicable.
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
SERV_CURT_DATE_3 The curtailment date associated with MM/DD/YYYY 10
the third curtailment amount.
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
PIF_DATE The paid in full date as reported by MM/DD/YYYY 10
the Servicer.
Action Code Key: 15=Bankruptcy, 2
ACTION_CODE The standard FNMA numeric code 30=Foreclosure, , 60=PIF,
used to indicate the 63=Substitution,
default/delinquent status of a 65=Repurchase,70=REO
particular loan.
INT_ADJ_AMT The amount of the interest 2 No commas(,) or dollar signs ($) 11
adjustment as reported by the
Servicer.
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment 2 No commas(,) or dollar signs ($) 11
2
amount, if applicable.
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, 2 No commas(,) or dollar signs ($) 11
if applicable.
LOAN_LOSS_AMT The amount the Servicer is passing 2 No commas(,) or dollar signs ($) 11
as a loss, if applicable.
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs ($) 11
amount due at the beginning of the
cycle date to be passed through to
investors.
SCHED_END_PRIN_BAL The scheduled principal balance due 2 No commas(,) or dollar signs ($) 11
to investors at the end of a
processing cycle.
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the
current cycle -- only applicable for
Scheduled/Scheduled Loans.
SCHED_NET_INT The scheduled gross interest amount 2 No commas(,) or dollar signs ($) 11
less the service fee amount for the
current cycle as reported by the
Servicer -- only applicable for
Scheduled/Scheduled Loans.
ACTL_PRIN_AMT The actual principal amount collected 2 No commas(,) or dollar signs ($) 11
by the Servicer for the current
reporting cycle -- only applicable for
Actual/Actual Loans.
ACTL_NET_INT The actual gross interest amount less 2 No commas(,) or dollar signs ($) 11
the service fee amount for the current
reporting cycle as reported by the
Servicer -- only applicable for
Actual/Actual Loans.
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
borrower prepays on his loan as
reported by the Servicer.
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs ($) 11
the loan waived by the servicer.
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
3
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs ($) 11
interest advances made by Servicer.
4
Exhibit IID : Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and
all credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible
to remit all funds pending loss approval and /or resolution of any
disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan.
For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest
and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of
servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an
Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees
advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal
Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date
of default through liquidation breaking out the net interest
and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form
- breakdown required showing period of coverage, base
tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history (to
calculate advances from last positive escrow balance
forward)
* Other expenses - copies of corporate advance history
showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the
decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further
documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale,
bid instructions and Escrow Agent/Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial
proceeds and line (18b) for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the
amount represents a realized gain, show the amount in
parenthesis ( ).
6
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)
7
(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)
8
Escrow Disbursement Detail
-------------------------------------------------------------------------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
-------------------------------------------------------------------------------
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-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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9
EXHIBIT III
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 2007-6XS - SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section [31.03(d)][31.03(e)][31.03(f)] of the Sale
and Servicing Agreement, dated as of [date], as amended by the Assignment,
Assumption and Recognition Agreement dated as of March 1, 2007 among Xxxxxx
Xxxxxxx Capital I Inc., as Depositor, GMAC Mortgage, LLC, 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:
10
EXHIBIT IV
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";
Applicable
Servicing
Servicing Criteria Criteria
Reference Criteria
General Servicing Considerations
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in X
1122(d)(1)(i) accordance with the transaction agreements.
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the X
third party's performance and compliance with such
1122(d)(1)(ii) servicing activities.
Any requirements in the transaction agreements to maintain
1122(d)(1)(iii) a back-up servicer for the mortgage loans are maintained.
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 X
required by and otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following X
receipt, or such other number of days specified in the
1122(d)(2)(i) transaction agreements.
Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized X
1122(d)(2)(ii) personnel.
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees charged X
for such advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
11
Applicable
Servicing
Servicing Criteria Criteria
Reference Criteria
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 X
respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
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 X
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1 (b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
Unissued checks are safeguarded so as to prevent
1122(d)(2)(vi) unauthorized access. X
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, X
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
1122(d)(2)(vii) transaction agreements.
Investor Remittances and Reporting
12
Applicable
Servicing
Servicing Criteria Criteria
Reference Criteria
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 X
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
1122(d)(3)(i) mortgage loans serviced by the Servicer.
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other X
1122(d)(3)(ii) terms set forth in the transaction agreements.
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 X
1122(d)(3)(iii) agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or X
custodial bank statements.
Pool Asset Administration
Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage X
1122(d)(4)(i) loan documents.
Mortgage loan and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements
Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any X
1122(d)(4)(iii) conditions or requirements in the transaction agreements.
13
Applicable
Servicing
Servicing Criteria Criteria
Reference Criteria
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 X
days specified in the transaction agreements, and allocated
to principal, interest or other items (e.g., escrow) in
1122(d)(4)(iv) accordance with the related mortgage loan documents.
The Servicer's records regarding the mortgage loans agree
with the Servicer's records with respect to an obligor's X
1122(d)(4)(v) unpaid principal balance.
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 X
accordance with the transaction agreements and related pool
1122(d)(4)(vi) asset documents.
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 X
concluded in accordance with the timeframes or other
1122(d)(4)(vii) requirements established by the transaction agreements.
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 X
describe the entity's activities in monitoring delinquent
mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii) is deemed temporary (e.g., illness or unemployment).
Adjustments to interest rates or rates of return for mortgage
loans with variable rates are computed based on the related X
1122( d)( 4 )(ix) mortgage loan documents.
14
Applicable
Servicing
Servicing Criteria Criteria
Reference Criteria
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 X
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
1122( d)( 4 )(x) in the transaction agreements.
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 X
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
1122( d)( 4 )(xi) other number of days specified in the transaction agreements.
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's X
funds and not charged to the obligor, unless the late payment
1122(d)(4)(xii) was due to the obligor's error or omission.
Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the X
servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction X
1122(d)(4)(xiv) agreements.
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv) maintained as set forth in the transaction agreements.
15
16
